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).
1. Name and Address of Reporting Person*
KRAUSS MARLENE

(Last) (First) (Middle)
30 PARK PLACE, SUITE 64B

(Street)
NEW YORK NY 10007

(City) (State) (Zip)
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)
3. Date of Earliest Transaction (Month/Day/Year)
12/14/2020
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)
Code V Amount (A) or (D) Price
Common Stock 12/17/2020 S 12,103 D $2.49 2,006,858 I See footnote(1)
Common Stock 12/17/2020 S 4,403 D $2.44 2,018,961 I See footnote(1)
Common Stock 12/16/2020 J(3) 334,608 A $0.00 334,608 D
Common Stock 12/16/2020 J(2) 520,312 D $0.00 2,023,364 I See footnote(1)
Common Stock 12/15/2020 S 17,877 D $2.4 2,543,676 I See footnote(1)
Common Stock 12/14/2020 S 10,000 D $2.45 2,561,553 I See footnote(1)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
KRAUSS MARLENE

(Last) (First) (Middle)
30 PARK PLACE, SUITE 64B

(Street)
NEW YORK NY 10007

(City) (State) (Zip)
1. Name and Address of Reporting Person*
KBL IV SPONSOR LLC

(Last) (First) (Middle)
30 PARK PLACE, SUITE 64B

(Street)
NEW YORK NY 10007

(City) (State) (Zip)
Explanation of Responses:
1. The securities are held directly by KBL IV Sponsor LLC ("KBL Sponsor"). Dr. Marlene Krauss, the former Chief Executive Officer, and a former member 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 securities of the issuer held by KBL Sponsor, and she has sole voting and dispositive control over such securities. Dr. Krauss disclaims beneficial ownership over any securities of the issuer owned by KBL Sponsor in which she does not have a pecuniary interest.
2. KBL Sponsor made a pro rata distribution for no consideration of an aggregate of 520,312 shares of the common stock of the issuer to its members on December 16, 2020.
3. Represents 334,608 shares of the issuer's common stock that were received by Dr. Krauss in a pro rata distribution made by KBL Sponsor to its members on December 16, 2020. In prior reports, Dr. Krauss reported indirect beneficial ownership of all of the shares of the issuer's common stock held by KBL Sponsor.
/s/ Marlene Krauss, M.D. 12/17/2020
/s/ Marlene Krauss, M.D., as Managing Member of KBL IV SPONSOR LLC 12/17/2020
** 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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