0001213900-20-044075.txt : 20201222 0001213900-20-044075.hdr.sgml : 20201222 20201222162008 ACCESSION NUMBER: 0001213900-20-044075 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20201218 FILED AS OF DATE: 20201222 DATE AS OF CHANGE: 20201222 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fajardo Andres CENTRAL INDEX KEY: 0001835463 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39820 FILM NUMBER: 201408187 MAIL ADDRESS: STREET 1: CLEVER LEAVES HOLDINGS INC. STREET 2: 489 FIFTH AVENUE, 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Clever Leaves Holdings Inc. CENTRAL INDEX KEY: 0001819615 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 489 FIFTH AVENUE STREET 2: 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 646-880-4382 MAIL ADDRESS: STREET 1: 20TH FLOOR STREET 2: 250 HOWE STREET CITY: VANCOUVER STATE: A1 ZIP: V6C 3R8 4 1 ownership.xml X0306 4 2020-12-18 0 0001819615 Clever Leaves Holdings Inc. CLVR 0001835463 Fajardo Andres 489 FIFTH AVENUE, 27TH FLOOR NEW YORK NY 10017 1 1 0 0 President Common shares 2020-12-18 4 A 0 405607 A 405607 I Held by Inversiones Mojo CL FA S.A.S. Stock Option (right to buy) 0 2020-12-18 4 A 0 20973 A 2024-01-18 Common shares 20973 20973 D Stock Option (right to buy) 10 2020-12-18 4 A 0 3204 A 2025-04-17 Common shares 3204 3204 D Received in exchange for Class A common shares of Clever Leaves International Inc. ("Clever Leaves") based on the exchange ratio of 0.3288 (the "Exchange Ratio") upon completion of the plan of arrangement under the Business Corporations Act (British Columbia) as part the business combination (the "Business Combination") of Clever Leaves and Schultze Special Purpose Acquisition Corp. ("SAMA") pursuant to the Amended and Restated Business Combination Agreement, dated as of November 9, 2020 (the "Business Combination Agreement"), by and among, SAMA, Clever Leaves, Clever Leaves Holdings Inc. (the "Company") and Novel Merger Sub. Inc. The options vest in four equal annual installments beginning on January 18, 2021. As part of the Business Combination, each outstanding option to acquire Class A common shares of Clever Leaves was automatically converted into an option exercisable for common shares of the Company based on the Exchange Ratio in accordance with the Business Combination Agreement. The options were exercisable as of the closing of the Business Combination on December 18, 2020. /s/ David M. Kastin, under power of attorney 2020-12-22