Sec Form 4 Filing - MTech Sponsor LLC @ Akerna Corp. - 2019-12-19

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 MTech Sponsor LLC 2. Issuer Name and Ticker or Trading Symbol Akerna Corp. [ KERN*] 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) 10124 FOXHURST COURT 3. Date of Earliest Transaction (MM/DD/YY) 12/19/2019 (Street) ORLANDO, FL32836 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 12/19/2019 D( 1 ) 775,565 D 805,565 D ( 1 ) Common Stock 12/23/2019 D( 1 ) 805,565 D 0 D ( 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 Warrants $ 11.5 12/19/2019( 1 ) D 121,875 07/17/2019 06/17/2024 Common Stock 121,875 $ 11.5 121,875 D ( 1 ) Warrants $ 11.5 12/23/2019( 1 ) D 121,875 07/17/2019 06/17/2024 Common Stock 121,875 $ 11.5 0 D ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MTech Sponsor LLC 10124 FOXHURST COURT ORLANDO, FL32836 X SS FL LLC 10124 FOXHURST COURT ORLANDO, FL32836 X Game Boy Partners LLC 660 MADISON AVE NEW YORK, NY10065 X VAN DYKE STEVEN A 10124 FOXHURST COURT ORLANDO, FL32836 X Effron Drew 660 MADISON AVE NEW YORK, NY10065 X Signatures /s/ Steven Van Dyke, as managing member of SS FL LLC, a managing member of MTech Sponsor LLC 12/23/2019 Signature of Reporting Person Date /s/ Drew Effron, as managing member of Game Boy Partners, LLC, a managing member of MTech Sponsor LLC 12/23/2019 Signature of Reporting Person Date /s/ Drew Effron, an authorized signatory of MTech Sponsor LLC 12/23/2019 Signature of Reporting Person Date /s/ Drew Effron 12/23/2019 Signature of Reporting Person Date /s/ Steven Van Dyke 12/23/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the distribution of all shares of common stock and warrants to purchase shares of common stock of the Company held by MTech Sponsor LLC (the "Sponsor") to its underlying members. SS FL LLC and Game Boy Partners, LLC are the managing members of the Sponsor and had voting and investment discretion with respect to the common stock held of record by the Sponsor prior to the distribution to its members. Mr. Steven Van Dyke is the managing member of SS FL LLC, one of the managing members of the MTech Sponsor LLC. Mr. Drew Effron is the managing member of Game Boy Partners, LLC, the other managing member of the MTech Sponsor LLC, and jointly with Mr. Van Dyke, had the voting and dispositive power of the securities held by the Sponsor prior to distribution to its members. Accordingly, Mr. Van Dyke and Mr. Effron may be deemed to have or share beneficial ownership of such shares.

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.
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