Kaival Brands Innovations Form 4 / Nirajkumar Patel ownership change

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^*

Patel Nirajkumar

(Last)

(First)

(Middle)

4460 OLD DIXIE HIGHWAY

(Street)

GRANT

32949

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Kaival Brands Innovations Group, Inc. [ KAVL ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/28/2020

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 Stock	05/28/2020		M		150,000	A	$0	150,000	D
Common Stock	08/05/2020		M		150,000	A	$0	300,000	D
Common Stock	08/05/2020		F		55,500	D	$0.8776	244,500	D
Common Stock	12/08/2020		P		8,710	A	$0.4	253,210	D
Common Stock	12/08/2020		P		20,000	A	$0.45	273,210	D
Common Stock	12/08/2020		P		19,000	A	$0.48	292,210	D
Common Stock	12/08/2020		P		1,000	A	$0.46	293,210	D
Common Stock	12/08/2020		P		9,000	A	$0.5	302,210	D
Common Stock	12/08/2020		P		6,000	A	$0.48	308,210	D
Common Stock	12/08/2020		P		9,000	A	$0.47	317,210	D
Common Stock	12/08/2020		P		1,000	A	$0.46	318,210	D
Common Stock	12/08/2020		P		30,000	A	$0.4899	348,210	D
Common Stock	12/09/2020		P		2,000	A	$0.44	350,210	D
Common Stock								204,000,000	I	By Kaival Holdings, LLC

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⁾	05/28/2020		A		3,000,000		⁽²⁾	⁽²⁾	Common Stock	3,000,000	$0	3,000,000	D
Restricted Stock Units	⁽¹⁾	05/28/2020		M			150,000	⁽²⁾	⁽²⁾	Common Stock	150,000	$0	2,850,000	D
Restricted Stock Units	⁽¹⁾	05/28/2020		A		6,000,000		⁽³⁾	⁽³⁾	Common Stock	6,000,000	$0	6,000,000	D
Restricted Stock Units	⁽¹⁾	08/05/2020		M			150,000	⁽²⁾	⁽²⁾	Common Stock	150,000	$0	2,700,000	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of KAVL's common stock.

2. On May 28, 2020, the reporting person was granted 3,000,000 restricted stock units. The restricted stock units vest over a three-year period, with a portion vesting immediately on the grant date, and the remainder partially vesting every three months.

3. The restricted stock units vest only in an event of a change of control or KAVL achieves in excess of $1 billion in accumulated total gross revenues during the period beginning on March 9, 2020 and ending on October 31, 2023.

	/s/ Nirajkumar Patel	12/10/2020
	** 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).
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.

Kaival Brands Innovations (KAVL) Form 4Kaival Brands Innovations / Nirajkumar Patel ownership change