SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Cambridge Sarah

(Last)

(First)

(Middle)

C/O CHARLOTTE'S WEB HOLDINGS, INC.

700 TECH COURT

(Street)

LOUISVILLE

80027

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/28/2023

3. Issuer Name and Ticker or Trading Symbol
Charlotte's Web Holdings, Inc. [ CWBHF ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	⁽¹⁾	08/01/2032	Common Shares	40,000	$0.72	D
Restricted Stock Unit	⁽²⁾	⁽²⁾	Common Shares	13,811	⁽³⁾	D
Stock Option (right to buy)	⁽⁴⁾	04/01/2033	Common Shares	41,432	$0.32	D

Explanation of Responses:

1. The option agreement provides that the option becomes exercisable in 3 equal annual installments beginning on the first anniversary of the option's grant date. The option was granted on 8/1/2022.

2. The restricted stock unit agreement provides that the restricted stock unit vests in 3 equal annual installments beginning on the first anniversary of the restricted stock unit's grant date. The restricted stock unit was granted on 4/1/2023.

3. Each restricted stock unit represents a contingent right to receive one common share of Charlotte's Web Holdings, Inc.

4. The option agreement provides that the option becomes exercisable in 3 equal annual installments beginning on the first anniversary of the option's grant date. The option was granted on 4/1/2023.

Remarks:

	/s/ Stephen D. Rogers, Attorney in Fact for Sarah Cambridge	08/30/2023
	** 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 5 (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.