Sec Form 4 Filing - King Simon P. @ SmartKem, Inc. - 2021-02-23

Insider filing report for Changes in Beneficial Ownership
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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
King Simon P.
2. Issuer Name and Ticker or Trading Symbol
SmartKem, Inc. [ NONE]
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)
HEXAGON TOWER, DELAUNAYS ROAD, BLACKLEY
3. Date of Earliest Transaction (MM/DD/YY)
02/23/2021
(Street)
MANCHESTER, X0M9 8GQ
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 02/23/2021 J( 1 ) 6,429,932 A 6,429,932 I By Octopus Titan VCT Plc ( 2 )
Common Stock 02/23/2021 J( 1 ) 46,096 A 46,096 I By Octopus Investments Nominees Limited ( 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
King Simon P.
HEXAGON TOWER
DELAUNAYS ROAD, BLACKLEY
MANCHESTER, X0M9 8GQ
X
Signatures
/s/ Robert Bahns, attorney-in-fact for Simon P. King 02/24/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )In connection with a share exchange transaction with SmartKem Limited that occurred on February 23, 2021, Octopus Titan VCT Plc and Octopus Investments Nominees Limited exchanged all of their SmartKem Limited shares for 6,429,932 and 46,096 shares of common stock, respectively, of Parasol Investments Corporation, now known as SmartKem, Inc.
( 2 )Reporting person is a partner of Octopus Investments Limited, which is the manager of Octopus Titan VCT Plc. Through his position with Octopus Investments Limited, the reporting person is deemed to control the voting and disposition of the shares of the common stock held by the Octopus Titan VCT Plc. The reporting person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that the reporting person, Octopus Titan VCT Plc or any other person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
( 3 )Reporting person is a partner of Octopus Investments Limited, which is the manager of Octopus Investments Nominees Limited. Through his position with Octopus Investments Limited, the reporting person is deemed to control the voting and disposition of the shares of the common stock held by the Octopus Investments Nominees Limited. The reporting person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that the reporting person, Octopus Investments Nominees Limited or any other person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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