SEC FORM 4

SEC FORM 4 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^*

Thompson Cecil Ray JR

(Last)

(First)

(Middle)

C/O AKERNA CORP.

1630 WELTON STREET, FLOOR 4

(Street)

DENVER

80202

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Akerna Corp. [ KERN ]

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

	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2021

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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	02/09/2021		M		6,250	A	⁽¹⁾	6,250	D
Common Shares	02/09/2021		M		6,679	A	⁽¹⁾	12,929	D
Common Shares	02/09/2021		M		2,500	A	⁽¹⁾	15,429	D
Common Shares	02/09/2021		F⁽²⁾		5,276	D	$6.82	10,153	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	02/09/2021		M			6,250	⁽³⁾	⁽³⁾	Common Shares	6,250	$0	18,750	D
Restricted Stock Units	⁽¹⁾	02/09/2021		M			6,679	⁽⁴⁾	⁽⁴⁾	Common Shares	6,679	$0	20,037	D
Restricted Stock Units	⁽¹⁾	02/09/2021		M			2,500	⁽⁵⁾	⁽⁵⁾	Common Shares	2,500	$0	7,500	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of KERN common stock.

2. Represents shares withheld for tax purposes on settlement of RSUs.

3. The RSUs were granted on January 28, 2020, and vest as follows: 6,250 on the date of grant; 6,250 on January 1, 2021; 6,250 on January 1, 2022; and 6,250 on January 1, 2023. Settlement of all vested RSUs occurred on February 9, 2021.

4. The RSUs were granted on February 20, 2020 and vest as follows: 6,679 on the date of grant; 6,679 on January 1, 2021; 6,679 on January 1, 2022; and 6,679 on January 1, 2023. Settlement of all vested RSUs occurred on February 9, 2021.

5. The RSUs were granted on February 20, 2020, and vest as follows: 2,500 on July 1, 2020; 2,500 on July 1, 2021; 2,500 on July 1, 2022; and 2,500 on July 1, 2023. Settlement of all vested RSUs occurred on February 9, 2021.

	/s/ Cecil Ray Thompson	03/03/2021
	** 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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SEC Form 4: Jr Ray Cecil Thompson disposed of $35,982 worth of Common Shares (5,276 units at $6.82) and exercised 15,429 units of Common Shares at a strike of $0.00