SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Allen George

(Last)

(First)

(Middle)

C/O LOWELL FARMS INC.

19 QUAIL RUN CIRCLE, SUITE B

(Street)

SALINAS

93907

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Lowell Farms Inc. [ LOWLF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/05/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

**Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned**
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Subordinate Voting Shares	10/05/2023		A⁽¹⁾		200,935	A	$0⁽¹⁾	200,935	I	See footnote⁽²⁾
Subordinate Voting Shares	10/05/2023		A⁽¹⁾		453,110	A	$0⁽¹⁾	473,110⁽³⁾	I	See footnote⁽⁴⁾
Subordinate Voting Shares	10/05/2023		A⁽¹⁾		121,531	A	$0⁽¹⁾	121,531	I	See footnote⁽⁵⁾
Subordinate Voting Shares	10/05/2023		A⁽¹⁾		49,465	A	$0⁽¹⁾	49,465	I	See footnote⁽⁶⁾
Subordinate Voting Shares								26,700⁽³⁾	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Convertible Debenture of Indus Holding Company	$0.2	10/05/2023		D⁽¹⁾			393,135	07/01/2020	10/13/2023	Subordinate Voting Shares⁽⁷⁾⁽⁸⁾	39,314⁽³⁾	⁽¹⁾	0	I	See footnote⁽⁹⁾
Warrants (right to buy)	$0.28	10/05/2023		D⁽¹⁾			1,965,675	07/01/2020	10/13/2023	Subordinate Voting Shares	196,568⁽³⁾	⁽¹⁾	0	I	See footnote⁽⁹⁾
Convertible Debenture of Indus Holding Company	$0.2	10/05/2023		D⁽¹⁾			1,465,748	07/01/2020	10/13/2023	Subordinate Voting Shares⁽⁷⁾⁽⁸⁾	146,575⁽³⁾	⁽¹⁾	0	I	See footnote⁽⁴⁾
Warrants (right to buy)	$0.28	10/05/2023		D⁽¹⁾			7,328,738	07/01/2020	10/13/2023	Subordinate Voting Shares	732,874⁽³⁾	⁽¹⁾	0	I	See footnote⁽⁴⁾
Convertible Debenture of Indus Holding Company	$0.2	10/05/2023		D⁽¹⁾			160,013	07/01/2020	10/13/2023	Subordinate Voting Shares(6)(&)	16,001⁽³⁾	⁽¹⁾	0	I	See footnote⁽¹⁰⁾
Warrants (right to buy)	$0.28	10/05/2023		D⁽¹⁾			800,063	07/01/2020	10/13/2023	Subordinate Voting Shares	80,006⁽³⁾	⁽¹⁾	0	I	See footnote⁽¹⁰⁾

1. Name and Address of Reporting Person^*

Allen George

(Last)

(First)

(Middle)

C/O LOWELL FARMS INC.

19 QUAIL RUN CIRCLE, SUITE B

(Street)

SALINAS

93907

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Geronimo CVOF Manager LLC

(Last)

(First)

(Middle)

C/O LOWELL FARMS INC.

19 QUAIL RUN CIRCLE, SUITE B

(Street)

SALINAS

93907

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Geronimo Central Valley Opportunity Fund, LLC

(Last)

(First)

(Middle)

C/O LOWELL FARMS INC.

19 QUAIL RUN CIRCLE, SUITE B

(Street)

SALINAS

93907

(City)

(State)

(Zip)

Explanation of Responses:

1. On October 5, 2023, Lowell Farms Inc. (the "Company"), repurchased all of the aggregate principal amount of outstanding Secured Convertible Debentures ("Debentures") of its subsidiary, Indus Holding Company ("Indus"), together with the related warrants to purchase Subordinate Voting Shares of the Company (the "Company Warrants") and common shares of Indus (the "Indus Warrants," together with the Company Warrants, the "Warrants"). The reporting person, as a holder of Debentures, received, in exchange for the Debentures and Warrants, a pro rata share of (i) membership interests in LF Brandco LLC and (ii) Subordinate Voting Shares of the Company.

2. Held by George Allen Revocable Trust (the "Trust"). Mr. Allen serves as trustee to the Trust.

3. On August 31, 2023, the Company executed a one-for-ten reverse stock split of its issued and outstanding Subordinate Voting Shares (the "Reverse Stock Split") resulting in the appropriate reduction in the reporting person's ownership of shares of Subordinate Voting Shares. No fractional shares were issued as a result of the Reverse Stock Split. Any fractional shares that would have resulted from the Reverse Stock Split were rounded up to the next higher whole number if the fraction is equal to or greater than one-half and rounded down to the next lower whole number if the fraction is less than one-half.

4. Held by Geronimo Capital.

5. Held by Geronimo Fund.

6. Held by CVOF Manager.

7. The principal amount of each convertible debenture was convertible into Class C Common Shares of Indus Holding Company ("Class C Common Shares") at $0.20 per share. Class C Common Shares may be redeemed at the option of the holder for Subordinate Voting Shares of the issuer on a one-for-one basis in accordance with the certificate of incorporation of Indus Holding Company. Class C Common Shares may be redeemed at any time and have no expiration date.

8. Interest accrued on the convertible debentures and was payable quarterly in arrears; any accrued and unpaid interest at the time of conversion of a convertible debenture is convertible into additional Class C Common Shares at $0.20 per share. Accrued interest is not included in the underlying share numbers.

9. Geronimo Fund is the record holder of the convertible debenture and warrants. Mr. Allen disclaims beneficial ownership of the convertible debenture and warrants held by Geronimo Fund except to the extent of his pecuniary interest therein. Geronimo Capital disclaims beneficial ownership of the convertible debenture and warrants held by Geronimo Fund.

10. CVOF Manager is the record holder of the convertible debenture and warrants. Mr. Allen disclaims beneficial ownership of the convertible debenture and warrants held by CVOF Manager except to the extent of his pecuniary interest therein. Geronimo Capital disclaims beneficial ownership of the convertible debenture and warrants held by CVOF Manager.

Remarks:

This Form 4 is filed on behalf of George Michael Harden Allen and Geronimo Capital LLC ("Geronimo Capital"). Mr. Allen is the sole member of Geronimo Capital and the sole manager of Geronimo CVOF Manager, LLC ("CVOF Manager"). CVOF Manager is the sole manager of Geronimo Central Valley Opportunity Fund, LLC ("Geronimo Fund").

	/s/ George Allen	10/26/2023
	/s/ George Allen, as Sole Manager of Geronimo CVOF Manager, LLC	10/26/2023
	/s/ George Allen, as Sole Manager of Geronimo Central Valley Opportunity Fund, LLC	10/26/2023
	** 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).
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