Sec Form 13G Filing - Kennedy Brendan filing for LEAFLY HLDGS INC (LFLY) - 2022-02-14

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

  Names of Reporting Persons

  Brendan Kennedy

  Check the Appropriate Box if a Member of a Group (see instructions)

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  Citizenship or Place of Organization

  United States

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

  Sole Voting Power

  4,229,121 shares⁽¹⁾

  Shared Voting Power

  0

  Sole Dispositive Power

  4,229,121 shares⁽¹⁾

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  4,229,121 shares⁽¹⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

  ☐

  Percent of Class Represented by Amount in Row 9

  10.2%⁽²⁾

  Type of Reporting Person (see instructions)

  IN

Includes (1) 4,097,603 shares of Common Stock held directly by Brendan Kennedy and (2) 131,518 shares of Common Stock held directly by Cavendish Privateers LLC. Mr. Kennedy is the sole member of Cavendish Privateers LLC and has sole voting and investment power with respect to the shares held by Cavendish Privateers LLC.

The percentage was based on 41,298,738 shares of Common Stock that were outstanding as of February 4, 2022 as set forth in the Issuer’s Current Report on Form 8-K filed with the SEC on February 4, 2022.

Address of Principal Business Office or, if none, Residence: The address and principal business office of the Reporting Person is:

4111 E. Madison St., Suite 143

Seattle, WA 98112

☐   Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);

☐   Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

☐   Insurance company as defined in section 3(a)19) of the Act (15 U.S.C. 78c);

☐   Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

☐   An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

☐   An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

☐   A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

☐   A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

☐   A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

☐   A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);

☐   Group, in accordance with §240.13d–1(b)(1)(ii)(K).

Ownership

Amount Beneficially Owned: See Row 9 of cover page for Reporting Person.

Percent of Class: See Row 11 of cover page for Reporting Person

Number of shares as to which the person has:

Sole power to vote or to direct the vote: See Row 5 of cover page for Reporting Person.

Shared power to vote or to direct the vote: See Row 6 of cover page for Reporting Person.

Sole power to dispose or to direct the disposition of: See Row 7 of cover page for Reporting Person.

Shared power to dispose or to direct the disposition of: See Row 8 of cover page for Reporting Person.

Ownership of 5 Percent or Less of a Class

Ownership of More than 5 Percent on Behalf of Another Person

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Identification and Classification of Members of the Group

Notice of Dissolution of a Group

Certification