Sec Form 4 Filing - Thompson Cecil Ray JR @ Akerna Corp. - 2020-01-28

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 Thompson Cecil Ray JR 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 X __ Officer (give title below) _____ Other (specify below) Chief Operations Officer (Last) (First) (Middle) C/O AKERNA CORP., 1601 ARAPAHOE STREET, SUITE 900 3. Date of Earliest Transaction (MM/DD/YY) 01/28/2020 (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

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 $ 0 ( 1 ) 01/28/2020 A 25,000 ( 2 ) ( 2 ) Common Stock 25,000 ( 2 ) 51,716 D Restricted Stock Units $ 0 ( 1 ) 02/20/2020 A 26,716 ( 3 ) ( 3 ) Common Stock 26,716 ( 3 ) 78,432 D Restricted Stock Units $ 0 ( 1 ) 02/20/2020 A 10,000 ( 4 ) ( 4 ) Common Stock 10,000 ( 4 ) 88,432 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Thompson Cecil Ray JR C/O AKERNA CORP. 1601 ARAPAHOE STREET, SUITE 900 DENVER,, CO80202 X Chief Operations Officer Signatures /s/ Cecil Ray Thompson, Jr. 08/19/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )Mr. Thompson was granted 25,000 RSUs under the Akerna Corp 2019 Long Term Incentive Plan (the "Plan"). The RSUs will vest as follows: 6,250 on the date of grant; 6,250 on January 1, 2021; 6,250 on January 1, 2022; and 6,250 on January 1, 2023. ( 3 )Mr. Thompson was granted 26,716 RSUs under the Plan. The RSUs will vest as follows: 6,679 on the date of grant; 6,679 on January 1, 2021; 6,679 on January 1, 2022; and 6,679 on January 1, 2023. ( 4 )Mr. Thompson was granted 10,000 RSUs under the Plan. The RSUs will vest as follows: 2,500 on July 1, 2020; 2,500 on July 1, 2021; 2,500 on July 1, 2022, and 2,500 on July 1, 2023

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