SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).
  
 Form 3 Holdings Reported.
X
 Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
MNSCO, LLC
(Last) (First) (Middle)
BEN GURIUN ST #1, B.S.R TOWER 2
(Street)
BUEI BRAK L3 5120149
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CANNAPOWDER, INC. [ CAPD ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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 at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Common Stock 04/18/2019 04/18/2019 P4 387,500 A $0.1 387,500(1) D
Common Stock 04/18/2019 04/18/2019 P4 1,900,000 A $0.3 2,287,500(1) D
Common Stock 04/18/2019 04/18/2019 P4 200,000 A $0.5 2,487,500(1) D
Common Stock 04/18/2019 04/18/2019 P4 1,155,625 A $0.6523 3,643,125(1) D
Common Stock 04/18/2019 04/18/2019 P4 317,916 A $0.7605 3,961,041(1) D
Common Stock 04/18/2019 04/18/2019 P4 1,038,959 A $0.7658 5,000,000(1) D
Common Stock 11/26/2019 11/26/2019 P4 404,167 A $0.3 5,404,167(1) D
Common Stock 11/26/2019 11/26/2019 P4 821,199 A $0.4239 6,225,366(1) D
Common Stock 11/26/2019 11/26/2019 P4 831,800 A $0.4938 7,057,166(1) D
Common Stock 11/26/2019 11/26/2019 P4 166,667 A $0.5 7,223,833(1) D
Common Stock 11/26/2019 11/26/2019 P4 488,000 A $0.85 7,711,833(1) D
Common Stock 11/26/2019 11/26/2019 P4 125,000 A $0.9 7,836,833(1) D
Common Stock 11/26/2019 11/26/2019 P4 83,333 A $1.2 7,920,166(1) D
Common Stock 11/26/2019 11/26/2019 P4 104,166 A $1.35 8,024,332(1) D
Common Stock 11/26/2019 11/26/2019 P4 76,667 A $1.8 8,100,999(1) D
Common Stock 11/26/2019 11/26/2019 P4 250,000 A $2.1 8,350,999(1) D
Common Stock 12/30/2019 12/30/2019 P4 137,500 A $0.4856 8,788,499(1) D
Common Stock 12/30/2019 12/30/2019 P4 300,000 A $0.5 8,788,499(1) D
Common Stock 12/30/2019 12/30/2019 P4 149,576 A $0.6686 8,938,075(1) D
Common Stock 12/30/2019 12/30/2019 P4 858,833 A $0.85 9,796,908(1) D
Common Stock 12/30/2019 12/30/2019 P4 694,221 A $1.1588 10,491,129(1) D
Common Stock 12/30/2019 12/30/2019 P4 143,500 A $1.8 10,634,629(1) D
Common Stock 12/30/2019 12/30/2019 P4 23,333 A $2.1429 10,657,962(1) 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)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. The reported shares represent shares acquired by MNSCO, LLC ("MNSCO") during the 2019 fiscal year end of the issuer in a series of privately negotiated transactions from various sellers. 50.1% of MNSCO is beneficially owned by Matthew Bronfman (through BA LLC, an entity wholly owned by Mr. Bronfman), and 49.9% is beneficially owned by Shai Cohen.
/s/ Shai Cohen Sole Manager 04/14/2020
** 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).
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