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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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

KRAUSS MARLENE
2. Issuer Name and Ticker or Trading Symbol

180 Life Sciences Corp. [ ATNF ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

30 PARK PLACE, SUITE 64B
3. Date of Earliest Transaction (MM/DD/YYYY)

10/6/2020
(Street)

NEW YORK, NY 10007
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 Stock 10/6/2020  C  198751 (1)A$4 2687816 I See footnote (3)
Common Stock 10/6/2020  C  47302 (2)A (2)2489065 I See footnote (3)
Common Stock 10/6/2020  J  906250 D (5)3395315 I See footnote (3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Warrants $11.50 11/6/2020  J (4)  236507    12/6/2020 11/6/2025 common stock 236507 $0 236507 I See footnote (3)
Rights to acquire common stock  (2)11/6/2020  C (2)    473013   (2) (2)common stock 47302 $0 0 I See footnote (3)

Explanation of Responses:
(1) Represents shares of common stock that were issued to KBL IV Sponsor LLC ("KBL Sponsor") are a result of the automatic conversion of a promissory note in the principal amount of $795,003 that was previously issued by the issuer to KBL Sponsor, which note automatically converted into shares of the common stock of the issuer on November 6, 2020 upon the closing of the business combination transaction between the issuer and 180 Life Corp. (f/k/a 180 Life Science Corp.) (such business combination transaction, the "Merger")
(2) Reflects shares of common stock that were issued to KBL Sponsor as a result of the automatic conversion, upon the closing of the Merger, of 473,013 rights held by KBL Sponsor, with each right convertible into 1/10th of one share of common stock upon the closing of the Merger. The rights were included in units that were issued by the issuer in a private placement in June 2017 in connection with the issuer's initial public offering.
(3) The shares are held directly by KBL Sponsor. Dr. Marlene Krauss, the former Chief Executive Officer, and a former memeber of the Board of Directors, of the issuer, is the sole managing member of KBL Sponsor. Consequently, she may be deemed the beneficial owner of the shares of common stock held by KBL Sponsor, and she has sole voting and dispositive control over such securities. Dr. Krauss disclaims beneficial ownership over any securities owned by KBL Sponsor in which she does not have a pecuniary interest.
(4) The warrants were included in the units that were issued by the issuer in a private placement in June 2017 in connection with the issuer's initial public offering. The warrants are exercisable beginning 30 days following the closing of the Merger by their terms. The Sponsor was deemed to have acquired beneficial ownership of the shares underlying the warrant upon the consummation of the business combination on November 6, 2020, since the warrants became exercisable within 30 days.
(5) In connection with the closing of the Merger, the Sponsor transferred to Tyche Capital LLC an aggregate of 906,250 shares of common stock that the Sponsor originally acquired in September 2016, which shares were placed into an escrow account under that certain Escrow Agreement, dated April 10, 2019, by and among the Sponsor, the issuer, Tyche Capital LLC and Continental Stock Transfer & Trust Company. The parties entered into the Escrow Agreement in connection with the Business Combination Agreement relating to the Merger.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
KRAUSS MARLENE
30 PARK PLACE, SUITE 64B
NEW YORK, NY 10007

X

KBL IV SPONSOR LLC
30 PARK PLACE, SUITE 64B
NEW YORK, NY 10007

X


Signatures
/s/ Marlene Krauss, M.D.11/10/2020
**Signature of Reporting PersonDate

/s/ Marlene Krauss, M.D., as Managing Member of KBL IV Sponsor LLC11/10/2020
**Signature of Reporting PersonDate

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