Sec Form 4 Filing - de Oliveira Rodrigo @ Greenlane Holdings, Inc. - 2021-08-31

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 de Oliveira Rodrigo 2. Issuer Name and Ticker or Trading Symbol Greenlane Holdings, Inc. [ GNLN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Operating Officer (Last) (First) (Middle) C/O GREENLANE HOLDINGS, INC., 1095 BROKEN SOUND PARKWAY, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 08/31/2021 (Street) BOCA RATON, FL33487 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 Class A Common Stock 08/31/2021 A 99,446 ( 1 ) A 99,446 D

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 Option to Purchase $ 4.41 08/31/2021 A 12,566 ( 3 ) ( 3 ) 03/20/2031 Class A Common Stock 12,566 $ 0 12,566 D Option to Purchase $ 2.09 08/31/2021 A 150,800 ( 4 ) ( 4 ) 04/22/2030 Class A Common Stock 150,800 $ 0 150,800 D Option to Purchase $ 2.09 08/31/2021 A 9,048 ( 5 ) ( 5 ) 04/22/2030 Class A Common Stock 9,048 $ 0 9,048 D Option to Purchase $ 2.09 08/31/2021 A 20,735 ( 6 ) ( 6 ) 04/22/2030 Class A Common Stock 20,735 $ 0 20,735 D Option to Purchase $ 2.09 08/31/2021 A 50,895 ( 7 ) ( 7 ) 04/22/2030 Class A Common Stock 50,895 $ 0 50,895 D Option to Purchase $ 1.93 08/31/2021 A 17,234 ( 8 ) ( 8 ) 02/22/2029 Class A Common Stock 17,234 $ 0 17,234 D Option to Purchase $ 1.93 08/31/2021 A 43,085 ( 9 ) ( 9 ) 07/02/2028 Class A Common Stock 43,085 $ 0 43,085 D Option to Purchase $ 1.93 08/31/2021 A 43,085 ( 10 ) ( 10 ) 04/20/2028 Class A Common Stock 43,085 $ 0 43,085 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other de Oliveira Rodrigo C/O GREENLANE HOLDINGS, INC. 1095 BROKEN SOUND PARKWAY, SUITE 300 BOCA RATON, FL33487 Chief Operating Officer Signatures /s/ Douglas Fischer, as attorney-in-fact for Rodrigo de Oliveira 09/02/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Received in exchange for 329,731 shares of common stock of KushCo Holdings, Inc. ("KushCo") pursuant to the Agreement and Plan of Merger, dated as of March 31, 2021, by and among Greenlane Holdings, Inc. ("Greenlane"), Merger Sub Gotham 1, LLC, Merger Sub Gotham 2, LLC and KushCo (the "Merger Agreement"). This number includes 102,653 restricted stock units ("RSUs") that accelerated and vested in full pursuant to the Merger Agreement. Upon the closing of the transactions contemplated by the Merger Agreement, each share of KushCo common stock and each KushCo RSU that became fully earned and vested upon closing of the transaction contemplated by the Merger Agreement was converted into the right to receive 0.3016 shares of Greenlane Class A common stock. ( 2 )On the date immediately prior to the effective time of the merger, the closing price of Greenlane's Class A common stock was $2.61 per share and the KushCo's common stock was $0.694 per share. ( 3 )Received in exchange for options to purchase 41,667 shares of KushCo common stock at an exercise price of $1.33 per share pursuant to the Merger Agreement. Upon the closing of the transactions contemplated by the Merger Agreement, each option to purchase shares of KushCo common stock was converted into an option exercisable for 0.3016 shares of Greenlane Class A common stock. These options had fully vested prior to the closing of the transactions contemplated by the Merger Agreement. ( 4 )Received in exchange for options to purchase 500,000 shares of KushCo common stock at an exercise price of $0.63 per share pursuant to the Merger Agreement. Upon the closing of the transactions contemplated by the Merger Agreement, each option to purchase shares of KushCo common stock was converted into an option exercisable for 0.3016 shares of Greenlane Class A common stock. These options had fully vested prior to the closing of the transactions contemplated by the Merger Agreement. ( 5 )Received in exchange for options to purchase 30,000 shares of KushCo common stock at an exercise price of $0.63 per share pursuant to the Merger Agreement. Upon the closing of the transactions contemplated by the Merger Agreement, each option to purchase shares of KushCo common stock that became fully earned and vested upon closing of the transactions contemplated by the Merger Agreement was converted into an option exercisable for 0.3016 shares of Greenlane Class A common stock. ( 6 )Received in exchange for options to purchase 68,750 shares of KushCo common stock at an exercise price of $0.63 per share pursuant to the Merger Agreement. Upon the closing of the transactions contemplated by the Merger Agreement, each option to purchase shares of KushCo common stock that became fully earned and vested upon closing of the transactions contemplated by the Merger Agreement was converted into an option exercisable for 0.3016 shares of Greenlane Class A common stock. ( 7 )Received in exchange for options to purchase 168,750 shares of KushCo common stock at an exercise price of $0.63 per share pursuant to the Merger Agreement. Upon the closing of the transactions contemplated by the Merger Agreement, each option to purchase shares of KushCo common stock that became fully earned and vested upon closing of the transactions contemplated by the Merger Agreement was converted into an option exercisable for 0.3016 shares of Greenlane Class A common stock. ( 8 )Received in exchange for options to purchase 57,143 shares of KushCo common stock at an exercise price of $0.58 per share pursuant to the Merger Agreement. Upon the closing of the transactions contemplated by the Merger Agreement, each option to purchase shares of KushCo common stock was converted into an option exercisable for 0.3016 shares of Greenlane Class A common stock. These options had fully vested prior to the closing of the transactions contemplated by the Merger Agreement. ( 9 )Received in exchange for options to purchase 142,858 shares of KushCo common stock at an exercise price of $0.58 per share pursuant to the Merger Agreement. Upon the closing of the transactions contemplated by the Merger Agreement, each option to purchase shares of KushCo common stock that became fully earned and vested upon closing of the transactions contemplated by the Merger Agreement was converted into an option exercisable for 0.3016 shares of Greenlane Class A common stock. ( 10 )Received in exchange for options to purchase 142,858 shares of KushCo common stock at an exercise price of $0.58 per share pursuant to the Merger Agreement. Upon the closing of the transactions contemplated by the Merger Agreement, each option to purchase shares of KushCo common stock that became fully earned and vested upon closing of the transactions contemplated by the Merger Agreement was converted into an option exercisable for 0.3016 shares of Greenlane Class A common stock.

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.