Sec Form 4 Filing - Raines William F III @ cbdMD, Inc. - 2021-03-02

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Raines William F III 2. Issuer Name and Ticker or Trading Symbol cbdMD, Inc. [ YCBD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O 8845 RED OAK BOULEVARD 3. Date of Earliest Transaction (MM/DD/YY) 03/02/2021 (Street) CHARLOTTE, NC28217 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 03/02/2021 S 20,000 D $ 4.0374 1,342 D Common Stock 4,467,582 I See footnote ( 1 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Raines William F III C/O 8845 RED OAK BOULEVARD CHARLOTTE, NC28217 X Signatures /s/ William Raines III 03/03/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents (i) 4,375,000 Second Tranche Shares owned by to CBD Holding, LLC ("CBDH") members for which unrestricted voting rights have not yet vested, and (ii) 92,582 shares of common stock held of record by Board Investor Group II, LLC. Under the terms of the Agreement and Plan of Merger dated December 3, 2018 (the "Merger Agreement") and the related Voting Proxy Agreements dated December 20, 2018, the independent Chairman of the Audit Committee of the Issuer's Board of Directors held voting rights over an aggregate of 8,750,000 shares of common stock (the "Second Tranche Shares") initially issued CBDH until the unrestricted voting rights to those shares vest pursuant to the terms of the Merger Agreement. On December 20, 2019 the unrestricted voting rights to the first 2,187,500 shares vested. On February 26, 2020, in connection with its dissolution and liquidation and pursuant to the terms of a Distribution Agreement (the "CBDH Distribution Agreement"), CBDH distributed the Second Tranche Shares to its members on a pro rata basis. On February 26, 2020, in connection with the CBDH Distribution Agreement, the CBDH members entered into similar Voting Proxy Agreements with the Issuer. On December 20, 2020 the unrestricted voting rights to an additional 2,187,500 Second Tranche Shares vested pursuant to the terms of the Merger Agreement. The unrestricted voting rights to the remaining 4,375,000 Second Tranche Shares will vest as follows: (i) 2,187,500 shares will vest on June 20, 2022; and (ii) the remaining 2,187,500 shares will vest on December 20, 2023. Until the unrestricted voting rights vest, Mr. Raines, as independent Chairman of the Audit Committee of the Issuer's Board of Directors, holds voting rights over these shares and will vote such shares on any matter brought before the Issuer's shareholders in accordance with the recommendation of the Issuer's Board of Directors. Mr. Raines disclaims beneficial ownership of the Second Tranche Shares which are subject to the Voting Proxy Agreements. Mr. Raines, in his position as Chief Executive Officer of Board Investor Group II, LLC, has voting and dispositive control over securities held by Board Investor Group II, LLC. Mr. Raines disclaims beneficial ownership of securities held by Board Investors Group II, LLC except to the extent of his pecuniary interest therein.

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