Sec Form 4 Filing - Kane Matthew Ryan @ Akerna Corp. - 2019-10-07

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 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 AKERNA CORP., 1601 ARAPAHOE STREET 3. Date of Earliest Transaction (MM/DD/YY) 10/07/2019 (Street) DENVER, CO80202 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, par value $0.0001 per share 09/18/2019 J( 1 ) 108,900 D 261,750 I See Footnote ( 4 )

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 ( 2 ) 10/07/2019 A 532 ( 3 ) ( 3 ) Common Stock, par value $0.0001 532 ( 3 ) 532 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kane Matthew Ryan C/O AKERNA CORP. 1601 ARAPAHOE STREET DENVER, CO80202 X Signatures /s/ Matthew Kane 10/09/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the liquidating distribution of all of the shares of common stock of the Company held by Jud Wiebe Fund, LLC to its underlying beneficial owners. Mr. Kane was the manager Jud Wiebe Fund, LLC and had voting and dispositive control with respect to the common stock owned by Jud Wiebe Fund, LLC prior to the liquidating distribution of such shares. Mr. Kane disclaims beneficial ownership in the shares of common stock except to the extent of his pecuniary interest therein. ( 2 )Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock of Akerna Corp. (the "Company"). The Company may also elect to settle the vested RSUs in cash or stock, in the Company's sole discretion. ( 3 )Mr. Kane was granted 532 RSUs under the Akerna Corp. 2019 Long Term Incentive Plan (the "Plan"). The RSUs will vest as follows: 133 of the RSUs vested immediately on October 7, 2019; 133 shall vest on December 31, 2019; 133 shall vest on March 31, 2020; and 133 shall vest on June 30, 2020; provided that the RSUs shall vest immediately upon a Change in Control. Subject to Mr. Kane's continued employment with the Company, the RSUs shall be settled on the final vesting date. All capitalized but undefined terms have the meanings ascribed thereto by the Plan. ( 4 )Mr. Kane is the manager of Seam Capital, LLC and has voting and dispositive control with respect to the common stock owned by Seam Capital, LLC. Mr. Kane disclaims beneficial ownership in the shares of common stock except to the extent of his pecuniary interest therein.

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

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