Statement of Changes in Beneficial Ownership (4)
15 March 2023 - 7:43AM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Levine Jon R |
2. Issuer Name and Ticker or Trading Symbol
MARIMED INC.
[
MRMD
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President and CEO |
(Last)
(First)
(Middle)
C/O MARIMED INC., 10 OCEANA WAY |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/7/2023 |
(Street)
NORWOOD,, MA 02062
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common stock | | | | | | | | 20012087 | D | |
Common stock | | | | | | | | 6684640 | I | By the Jon Levine Family Trust (1) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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 (RSU) | (2) | 3/7/2023 | | A | | 140000 | | (3) | (3) | Common Stock, par value $.001 per share | 140000.0 | $0 | 140000 | D | |
Restricted Stock Units (RSU) | (2) | | | | | | | (4) | (4) | Common Stock, par value $.001 per share | 833333.0 | | 833333 | D | |
Option to buy common stock | $0.898 | | | | | | | (5) | 10/1/2026 | Common Stock, par value $.001 per share | 5000000.0 | | 5000000 | D | |
Option to buy common stock | $0.88 | | | | | | | (5) | 7/9/2026 | Common Stock, par value $.001 per share | 5000000.0 | | 5000000 | D | |
Explanation of Responses: |
(1) | These shares are held in trust for the benefit of the reporting person's spouse and children. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. |
(2) | The RSUs were granted to the Reporting person in accordance with rule 16b-3(d) of the Securities Exchange Act of 1934, as amended. Each RSU represents a contingent right to receive one share of the Issuer's common stock. RSUs convert to common stock on a one-for-one basis. |
(3) | The RSUs vest over a three year period of which 46,667 RSUs will vest on March 7, 2024 and thereafter, 23,333 RSUs will vest every succeeding six (6) months through March 7, 2026, on each of September 7th and March 7th, in accordance with the terms of an award agreement between the Issuer and the Reporting Person. |
(4) | The RSUs vest over a three year period in equal one-sixth installments every six months following the October 27, 2022 grant date, in accordance with the terms of an award agreement between the Issuer and the Reporting Person. |
(5) | Immediately. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Levine Jon R C/O MARIMED INC. 10 OCEANA WAY NORWOOD,, MA 02062 | X | X | President and CEO |
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Signatures
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/s/ Jon R. Levine | | 3/13/2023 |
**Signature of Reporting Person | Date |
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. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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