Statement of Changes in Beneficial Ownership (4)
03 März 2021 - 10:10PM
Edgar (US Regulatory)
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 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
*
Detwiler Kyle |
2. Issuer Name and Ticker or Trading Symbol
Clever Leaves Holdings Inc.
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CLVR
]
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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 |
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(Last)
(First)
(Middle)
489 FIFTH AVENUE, 27TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/2/2021 |
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(Street)
NEW YORK, NY 10017
(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 shares | 3/2/2021 | | A | | 200000 (1) | A | $0 | 2124783 | D | |
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 Share Units | (2) | 3/2/2021 | | A | | 45000 | | (3) | 12/18/2022 | Common shares | 45000.0 | $0 | 45000 | D | |
| Restricted Share Units | (2) | 3/2/2021 | | A | | 45000 | | (4) | 12/18/2024 | Common shares | 45000.0 | $0 | 45000 | D | |
| Explanation of Responses: |
| (1) | One-half of the restricted share units will vest on December 18, 2021 and the remaining half of the restricted share units will vest on December 18, 2022, subject to the Reporting Person's continuous service with the Issuer through the relevant vesting dates. |
| (2) | Each restricted share unit represents the contingent right to receive one common share of the Issuer. |
| (3) | The restricted share units vest when they have both time-vested and performance-vested, subject to the Reporting Person's continuous service with the Issuer through the relevant vesting dates. The restricted share units will time-vest in four equal annual installments, commencing on December 18, 2021, and will performance-vest based on the achievement of certain share price performance conditions on or prior to December 18, 2022. |
| (4) | The restricted share units vest when they have both time-vested and performance-vested, subject to the Reporting Person's continuous service with the Issuer through the relevant vesting dates. The restricted share units will time-vest in four equal annual installments, commencing on December 18, 2021, and will performance-vest based on the achievement of certain share price performance conditions on or prior to December 18, 2024. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Detwiler Kyle
489 FIFTH AVENUE, 27TH FLOOR
NEW YORK, NY 10017 | X |
| Chief Executive Officer |
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Signatures
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| /s/ David M. Kastin, under power of attorney | | 3/3/2021 |
| **Signature of Reporting Person | Date |
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