Sec Form 4 Filing - Rai Sukhwinder Singh @ Skye Bioscience, Inc. - 2022-11-10

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Rai Sukhwinder Singh
2. Issuer Name and Ticker or Trading Symbol
Skye Bioscience, Inc. [ SKYE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
11250 EL CAMINO REAL, SUITE 100
3. Date of Earliest Transaction (MM/DD/YY)
11/10/2022
(Street)
SAN DIEGO, CA92130
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Stock 11/10/2022 A( 1 ) 22,157 A 22,157 I Trust( 2 )
Common Stock 11/10/2022 A( 1 ) 73,561 A 73,561( 3 ) I Shares held by wife of Reporting Person
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 1.6 11/10/2022 A( 4 ) 390,000 ( 5 ) 04/02/2024 Common Stock 390,000 ( 4 ) 390,000 D
Stock Option (Right to Buy) $ 1.71 11/10/2022 A( 4 ) 146,250 ( 5 ) 12/22/2022 Common Stock 146,250 ( 4 ) 146,250 D
Stock Option (Right to Buy) $ 0.11 11/10/2022 A( 4 ) 146,250 ( 6 ) 02/06/2025 Common Stock 146,250 ( 4 ) 146,250 D
Stock Option (Right to Buy) $ 0.08 11/10/2022 A( 4 ) 195,000 ( 7 ) 08/03/2025 Common Stock 195,000 ( 4 ) 195,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Rai Sukhwinder Singh
11250 EL CAMINO REAL
SUITE 100
SAN DIEGO, CA92130
X
Signatures
/s/ Kaitlyn Arsenault, as Attorney-in-Fact 11/15/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reporting person acquired these securities on November 10th, 2022, in exchange for the reporting person's securities of Emerald Health Therapeutics, Inc., which the company acquired by way of a plan of arrangement pursuant to the Arrangement Agreement, dated as of May 11, 2022 (as amended, the "Arrangement Agreement"). Pursuant to the terms of the Arrangement Agreement, each holder of EHT shares received 1.95 shares of company common stock for each EHT share (the "Exchange Ratio").
( 2 )The shares are held through the Canaccord Genuity Trust.
( 3 )For each indirect account, Mr. Rai disclaims beneficial ownership except to the extent of his pecuniary interest, if any.
( 4 )The reporting person acquired these securities on November 10th, 2022, in exchange for the reporting person's securities of Emerald Health Therapeutics, Inc., which the company acquired by way of a plan of arrangement pursuant to the Arrangement Agreement. Pursuant to the terms of the Arrangement Agreement, each option to purchase EHT shares was exchanged into an option to purchase shares of company common stock, with the number of shares underlying each option (and the exercise price of such option) adjusted based on the Exchange Ratio.
( 5 )The options underlying this award are fully vested.
( 6 )The options vest, or have vested, in equal installments on each of February 6, 2020, February 6, 2021, February 6, 2022, February 6, 2023.
( 7 )8.33% of the options vested on the grant date of August 3, 2020. 8.33% of the options vest, or have vested, on each monthly anniversary of the grant date.

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