Sec Form 4 Filing - Sumichrast Martin A. @ cbdMD, Inc. - 2022-01-01

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 Sumichrast Martin A. 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 X __ Officer (give title below) _____ Other (specify below) Chairman & CO-CEO (Last) (First) (Middle) C/O 8845 RED OAK BLVD. 3. Date of Earliest Transaction (MM/DD/YY) 01/01/2022 (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 01/01/2022 M 250,000 A 250,000 D Common Stock 1,813,272 I See Footnote( 2 )

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 Restricted Stock Units ( 3 ) 01/01/2022 M 250,000 ( 4 ) ( 4 ) Common Stock 250,000 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sumichrast Martin A. C/O 8845 RED OAK BLVD. CHARLOTTE, NC28217 X Chairman & CO-CEO Signatures /s/ Martin A. Sumichrast 01/03/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of common stock issued upon vesting of restricted stock units on January 1, 2022. ( 2 )Includes 250,000 shares of common stock that are held directly by the Reporting Person and 1,563,272 shares of common stock that are held of record by the Sumichrast 2017 Family Trust ("Family Trust"). The Reporting Person has the sole power to dispose of the shares of common stock held of record by the Family Trust. The Reporting Person has the sole right to vote 1,169,522 shares of common stock held by the Family Trust and the balance of 393,750 shares are subject to the terms of a Voting Trust Agreement dated February 26, 2020 between the Issuer and the Family Trust pursuant to which until such time as the unrestricted voting rights to these shares have vested, the voting rights to such shares are held by the independent chairman of the Audit Committee of the Issuer's board of directors who will vote such shares on any matter brought before the Issuer's shareholders in accordance with the recommendation of its board of directors. The voting rights to the 393,750 shares vest in equal portions on each of June 20, 2022 and December 20, 2023. The Reporting Person disclaims beneficial ownership of the securities held of record by the Family Trust except to the extent of his pecuniary interest therein. ( 3 )Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. ( 4 )The restricted stock units were granted on April 19, 2021 and vested on January 1, 2022.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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