Sec Form 3 Filing - Kane Matthew Ryan @ Akerna Corp. - 2019-06-17

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 Kane Matthew Ryan 2. Issuer Name and Ticker or Trading Symbol Akerna Corp. [ KERN] 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 PRECISION BIOSCIENCES, INC., 302 E. PETTIGREW STREET, SUITE A-100 3. Date of Earliest Transaction (MM/DD/YY) 06/17/2019 (Street) DURHAM, CO27701 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, $.0001 par value per share 370,240 ( 1 ) ( 2 ) I See footnote ( 3 )

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 $ 10.21 ( 4 ) 08/16/2019 Common Stock ( 4 ) I See Footnote ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kane Matthew Ryan C/O PRECISION BIOSCIENCES, INC. 302 E. PETTIGREW STREET, SUITE A-100 DURHAM, CO27701 X Signatures /s/ Matthew R. Kane 06/27/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 189,391 shares of common stock received in exchange for 708,906 units of MJ Freeway LLC ("MJF") held by Jud Wiebe Fund LLC and 82,907 shares of common stock received in exchange for 310,329 units of MJF held by Seam Capital, LLC in connection with the transactions contemplated by that certain Agreement and Plan of Merger (the "Merger Agreement"), by and among MTech Acquisition Corp. ("MTech"), MTech Acquisition Holdings Inc. (which subsequently filed an Amended and Restated Certificate of Incorporation to change the company's name to Akerna Corp.), MTech Purchaser Merger Sub Inc., MTech Company Merger Sub LLC, MTech Sponsor LLC, MJF and Jessica Billingsley (as successor to Harold Handelsman), dated as of October 10, 2018, as amended by that certain First Amendment to Agreement and Plan of Merger, dated as of April 17, 2019. The Merger Agreement placed a value on the issuer's common stock of $10.16 per share, which was the approximate redemption price of the share of common stock of MTech at the execution of the Merger Agreement. ( 2 )Of the 272,298 shares issued to the reporting persons in the merger, all are subject to the terms of a lock-up agreement and 27,229 are being held in escrow and are subject to forfeiture until 90 days after the issuer files its annual report on Form 10-K for the fiscal year ended June 30, 2019 to satisfy claims arising as a result of MJF's breach of any of its representations and warranties or covenants in the Merger Agreement. Also includes (i) 88,148 shares of common stock received in exchange for 88,148 shares of class A common stock of MTech purchased by Seam Capital, LLC (the "Private Placement Shares") in a private placement that closed concurrently with the merger and (ii) 9,794 shares of common stock transferred to Seam Capital, LLC from MTech Sponsor LLC (the "Sponsor") in connection with the private placement. The acquisition of these securities (other than the acquisition of 9,794 shares of common stock from the Sponsor) by the reporting persons was approved pursuant to Rule 16b-3(d)(1). ( 3 )Matthew R. Kane, a director of the issuer, is the manager of Jud Wiebe Fund LLC and Seam Capital, LLC and has voting and investment discretion with respect to the common stock owned by Jud Wiebe Fund LLC and Seam Capital, LLC. Accordingly, Mr. Kane may be deemed to have or share beneficial ownership of such shares. ( 4 )Pursuant to that certain Subscription Agreement, by and among MTech and the investors named therein (the "Subscription Agreement"), pursuant to which Seam Capital, LLC acquired the Private Placement Shares, commencing on the business day following the closing of the transactions contemplated by the Merger Agreement and terminating on August 16, 2019, Seam Capital, LLC has the option to purchase up to an additional 88,148 shares of common stock (the "Option Shares") at a purchase price of $10.21 per share, subject to the terms and conditions in the Subscription Agreement, including, if necessary, the receipt of shareholder approval for the issuance of the Option Shares pursuant to the rules of The Nasdaq Stock Market.

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