Sec Form 4 Filing - Ainsworth Mark L @ Lowell Farms Inc. - 2022-12-23

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 Ainsworth Mark L 2. Issuer Name and Ticker or Trading Symbol Lowell Farms Inc. [ LOWLF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O LOWELL FARMS INC., 19 QUAIL RUN CIRCLE, SUITE B 3. Date of Earliest Transaction (MM/DD/YY) 12/23/2022 (Street) SALINAS, CA93907 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 Subordinate Voting Shares 12/23/2022 M 33,333 A $ 0 483,333 D Subordinate Voting Shares 12/23/2022 F( 1 ) 33,333 D $ 0.085 450,000 D

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 ) 12/23/2022 M 33,333 ( 3 ) ( 3 ) Subordinate Voting Shares 33,333 $ 0 33,334 D Stock Options (right to buy) $ 0.085 12/23/2022 A 75,000 ( 4 ) 12/23/2028 Subordinate Voting Shares 75,000 $ 0 75,000 D Stock Options (right to buy) $ 0.085 12/23/2022 A 150,000 ( 5 ) 12/23/2028 Subordinate Voting Shares 150,000 $ 0 150,000 D Stock Options (right to buy) $ 0.3077 ( 6 ) 01/13/2028 Subordinate Voting Shares 125,000 125,000 D Stock Options (right to buy) $ 0.3077 ( 7 ) 01/13/2028 Subordinate Voting Shares 75,000 75,000 D Stock Options (right to buy) $ 0.85 ( 8 ) 01/01/2026 Subordinate Voting Shares 50,000 50,000 D Stock Options (right to buy) $ 0.346 ( 9 ) 04/05/2026 Subordinate Voting Shares 500,000 500,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ainsworth Mark L C/O LOWELL FARMS INC. 19 QUAIL RUN CIRCLE, SUITE B SALINAS, CA93907 X Chief Executive Officer Signatures /s/ Mark Ainsworth 12/29/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )No shares were sold by the Reporting Person. These shares were withheld by the Issuer to fund tax liability attributable to the vesting and settlement of the Restricted Stock Units ("RSUs") reported on this Form 4. These RSUs vested and were settled on December 23, 2022, and there were no related discretionary transactions or open market sales. ( 2 )Each RSU represents a contingent right to receive one Subordinate Voting Share on the vesting date. ( 3 )The RSUs vest in three equal annual installments beginning on December 23, 2021. ( 4 )25% of the options vest and become exercisable at the end of each calendar quarter in 2023. ( 5 )25% of the options vest and become exercisable on each of the first four anniversaries of the date of grant. ( 6 )25% of the options vest and become exercisable on each of the first four anniversaries of the date of grant. ( 7 )25% of the options vest and become exercisable at the end of each calendar quarter in 2022. ( 8 )25% of the options were vested and exercisable as of the date of this reporting person's Form 3. The remainder of the options vest and become exercise in three equal annual installments beginning on January 1, 2022. ( 9 )25% of the options were vested and exercisable as of the date of this reporting person's Form 3. The remainder of the options vest and become exercisable in three equal annual installments beginning on April 15, 2022.

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).

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