Large owner Bt De Investments Inc. converted options into 95,281,277 shares and was granted 14,662,765 shares (SEC Form 4)
$BTI
Medicinal Chemicals and Botanical Products
Health Care
| 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*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
Charlotte's Web Holdings, Inc. [ CWBHF ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 05/28/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Shares | 05/28/2026 | C | 95,281,277(1) | A | $0.68(2) | 95,281,277 | D(3)(4) | |||
| Common Shares | 05/28/2026 | A | 14,662,765(5) | A | $0.68(6) | 109,944,042 | D(3)(4) | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Convertible Debenture | $1.45(7) | 05/28/2026 | H | $54,662,323(8) | 05/28/2026 | 11/14/2029 | Common Shares | 37,670,540 | (9) | 0 | D(3)(4) | ||||
| Convertible Debenture | $0.68(10) | 05/28/2026 | P | $54,662,323(8) | 05/28/2026 | 11/14/2029 | Common Shares | 95,281,277 | (9) | 95,281,277 | D(3)(4) | ||||
| Convertible Debenture | $0.68(10) | 05/28/2026 | C | $54,662,323(8) | 05/28/2026 | 11/14/2029 | Common Shares | 95,281,277(11) | $0(11) | 0 | D(3)(4) | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Reflects common shares issued upon conversion of the Convertible Debenture (the "Debenture") including accrued and unpaid interest thereunder. |
| 2. Represents a conversion price of C$0.94 Canadian dollars, converted to U.S. dollars at the exchange rate of U.S.$1.00 to C$1.3783 reported by the Bank of Canada on May 22, 2026. |
| 3. BT DE Investments Inc. ("BT DE") is a wholly owned subsidiary of BATUS Holdings Inc., which is a wholly owned subsidiary of Louisville Securities Limited, which is a wholly owned subsidiary of British-American Tobacco (Holdings) Limited, which is a wholly owned subsidiary of B.A.T. Industries p.l.c., which is a wholly owned subsidiary of Weston (2009) Limited, which is a wholly owned subsidiary of British American Tobacco (2009) Limited, which is a wholly owned subsidiary of British American Tobacco (2012) Limited, which is a wholly owned subsidiary of British American Tobacco (1998) Limited, which is a wholly owned subsidiary of British American Tobacco p.l.c. ("BAT"). BAT and the aforementioned wholly owned subsidiaries of BAT are collectively referred to herein as the "BAT Entities." The BAT Entities may be deemed to beneficially own the securities held by BT DE by virtue of their indirect ownership of BT DE as described herein. |
| 4. (Continued from footnote 3) The BAT Entities disclaim such beneficial ownership except to the extent of their pecuniary interest therein. |
| 5. On March 30, 2026, BT DE agreed to purchase from the Issuer U.S.$10,000,000 of common shares for C$0.94 per share. The closing of such purchase occurred on May 28, 2026. |
| 6. Represents a purchase price of C$0.94 Canadian dollars, converted to U.S. dollars at the exchange rate of U.S.$1.00 to C$1.3783 reported by the Bank of Canada on May 22, 2026. |
| 7. Represents a conversion price of C$2.00 Canadian dollars, converted to U.S. dollars at the exchange rate of U.S.$1.00 to C$1.3783 reported by the Bank of Canada on May 22, 2026. |
| 8. Represents a principal amount of C$75,341,080 Canadian dollars, converted to U.S. dollars at the exchange rate of U.S.$1.00 to C$1.3783 reported by the Bank of Canada on May 22, 2026. |
| 9. The first two transactions reported in Table II above involved an amendment to the Debenture on May 28, 2026 to reduce the then-current conversion price per share from C$2.00 per share to C$0.94 per share. Consistent with existing SEC interpretive and no-action positions, the amendment is reported above as if such reduction consisted of the cancellation of the "old" Debenture and the acquisition of a "new" Debenture. BT DE did not actually dispose of the Debenture as part of the amendment. |
| 10. Represents a conversion price of C$0.94 Canadian dollars, converted to U.S. dollars at the exchange rate of U.S.$1.00 to C$1.3783 reported by the Bank of Canada on May 22, 2026. |
| 11. On May 28, 2026, BT DE converted the entire C$75,341,080 initial principal amount of the Debenture and all accrued and unpaid interest thereunder into common shares. |
| BT DE Investments Inc., /s/ Natalie Bucceri, President | 05/29/2026 | |
| British American Tobacco p.l.c, /s/ Caroline Ferland, Secretary | 05/29/2026 | |
| ** 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 Number. | ||
| * Form 4: SEC 1474 (03-26) | ||