Sec Form 3 Filing - BT DE Investments Inc. @ Charlotte's Web Holdings, Inc. - 2022-11-14

FORM 3 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 BT DE Investments Inc. 2. Issuer Name and Ticker or Trading Symbol Charlotte's Web Holdings, Inc. [ CWBHF] 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) GLOBE HOUSE, 4 TEMPLE PLACE 3. Date of Earliest Transaction (MM/DD/YY) 11/14/2022 (Street) LONDON, X0WC2R 2PG 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

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 Convertible Debenture ( 1 ) 11/14/2022 ( 1 ) Common Shares 37,670,540( 1 ) D( 2 )( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BT DE Investments Inc. GLOBE HOUSE, 4 TEMPLE PLACE LONDON, X0WC2R 2PG X British American Tobacco p.l.c. GLOBE HOUSE, 4 TEMPLE PLACE LONDON, X0WC2R 2PG X Signatures BT DE Investments Inc. /s/ Matthew R. Triplett 11/23/2022 Signature of Reporting Person Date British American Tobacco p.l.c. /s/ Paul McCrory 11/23/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Convertible Debenture (the "Debenture") was subscribed for and purchased by BT DE Investments Inc. ("BT DE") from the Issuer on November 14, 2022. The Debenture is convertible at any time, and from time to time, up to and including the earlier of (i) November 13, 2029 and (ii) the business day prior to any redemption of the Debenture in accordance with its terms. The calculation of the number of common shares ("Shares") of the Issuer issuable to BT DE upon full conversion of the Debenture is based on the principal amount of C$75,341,080 and a conversion price of C$2.00 per share, subject to adjustment in accordance with the terms of the Debenture, and does not include accrued and unpaid interest which may be payable in Shares at the maturity date or date of earlier conversion of the Debenture. ( 2 )BT DE is a wholly owned subsidiary of BATUS Holdings Inc., which is a wholly owned subsidiary of Louisville Securities Limited, which is a wholly owned subsidiary of British-American Tobacco (Holdings) Limited, which is a wholly owned subsidiary of B.A.T. Industries p.l.c., which is a wholly owned subsidiary of Weston (2009) Limited, which is a wholly owned subsidiary of British American Tobacco (2009) Limited, which is a wholly owned subsidiary of British American Tobacco (2012) Limited, which is a wholly owned subsidiary of British American Tobacco (1998) Limited, which is a wholly owned subsidiary of British American Tobacco p.l.c. ("BAT"). BAT and the aforementioned wholly owned subsidiaries of BAT are collectively referred to herein as the "BAT Entities." ( 3 )(Continued from Footnote 2) The BAT Entities may be deemed to beneficially own the securities held by BT DE by virtue of their indirect ownership of BT DE as described herein. The BAT Entities disclaim such beneficial ownership except to the extent of their pecuniary interest therein.

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).

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