Sec Form 4 Filing - KRAUSS MARLENE @ 180 Life Sciences Corp. - 2020-12-14

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
KRAUSS MARLENE
2. Issuer Name and Ticker or Trading Symbol
180 Life Sciences Corp. [ ATNF]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
30 PARK PLACE, SUITE 64B
3. Date of Earliest Transaction (MM/DD/YY)
12/14/2020
(Street)
NEW YORK, NY10007
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 12/17/2020 S 12,103 D $ 2.49 2,006,858 I See footnote ( 1 )
Common Stock 12/17/2020 S 4,403 D $ 2.44 2,018,961 I See footnote ( 1 )
Common Stock 12/16/2020 J( 3 ) 334,608 A $ 0 334,608 D
Common Stock 12/16/2020 J( 2 ) 520,312 D $ 0 2,023,364 I See footnote ( 1 )
Common Stock 12/15/2020 S 17,877 D $ 2.4 2,543,676 I See footnote ( 1 )
Common Stock 12/14/2020 S 10,000 D $ 2.45 2,561,553 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
KRAUSS MARLENE
30 PARK PLACE, SUITE 64B
NEW YORK, NY10007
X
KBL IV SPONSOR LLC
30 PARK PLACE, SUITE 64B
NEW YORK, NY10007
X
Signatures
/s/ Marlene Krauss, M.D. 12/17/2020
Signature of Reporting Person Date
/s/ Marlene Krauss, M.D., as Managing Member of KBL IV SPONSOR LLC 12/17/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The securities are held directly by KBL IV Sponsor LLC ("KBL Sponsor"). Dr. Marlene Krauss, the former Chief Executive Officer, and a former member of the Board of Directors, of the issuer, is the sole managing member of KBL Sponsor. Consequently, she may be deemed the beneficial owner of the securities of the issuer held by KBL Sponsor, and she has sole voting and dispositive control over such securities. Dr. Krauss disclaims beneficial ownership over any securities of the issuer owned by KBL Sponsor in which she does not have a pecuniary interest.
( 2 )KBL Sponsor made a pro rata distribution for no consideration of an aggregate of 520,312 shares of the common stock of the issuer to its members on December 16, 2020.
( 3 )Represents 334,608 shares of the issuer's common stock that were received by Dr. Krauss in a pro rata distribution made by KBL Sponsor to its members on December 16, 2020. In prior reports, Dr. Krauss reported indirect beneficial ownership of all of the shares of the issuer's common stock held by KBL Sponsor.

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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.