Sec Form 3 Filing - McMillin Kelly @ Lowell Farms Inc. - 2021-05-08

FORM 3 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 McMillin Kelly 2. Issuer Name and Ticker or Trading Symbol Lowell Farms Inc. [ LOWLF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Compliance Officer (Last) (First) (Middle) C/O LOWELL FARMS INC., 19 QUAIL RUN CIRCLE, SUITE B 3. Date of Earliest Transaction (MM/DD/YY) 05/08/2021 (Street) SALINAS, CA93907 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 Subordinate Voting Shares 2,308 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 (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 Restricted Stock Units ( 2 ) ( 1 ) ( 1 ) Subordinate Voting Shares 25,000 D Stock options (right to buy) $ 2.0348 ( 3 ) 10/16/2023 Subordinate Voting Shares 75,000 D Stock options (right to buy) $ 0.85 ( 4 ) 01/01/2026 Subordinate Voting Shares 30,000 D Class B Common Shares of Indus Holding Company ( 5 ) ( 5 ) ( 5 ) Subordinate Voting Shares 25,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other McMillin Kelly C/O LOWELL FARMS INC. 19 QUAIL RUN CIRCLE, SUITE B SALINAS, CA93907 Chief Compliance Officer Signatures /s/ Kelly McMillin 05/10/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The restricted stock units vest in three equal annual installments beginning on January 1, 2022. ( 2 )Each restricted stock unit represents a contingent right to receive one Subordinate Voting Share on the applicable vesting date. ( 3 )75% of the options are vested and exercisable as of the date of this Form 3. The remainder of the options vest and become exercisable on October 16, 2021. ( 4 )25% of the options are vested and exercisable as of the date of this Form 3. The remainder of the options vest and become exercisable in 3 equal annual installments beginning on January 1, 2022. ( 5 )The Class B Common Shares of Indus Holding Company may be redeemed at the option of the reporting person for Subordinate Voting Shares of the issuer on a one-for-one basis or, at the option of Indus Holding Company, for the cash equivalent of such Subordinate Voting Shares, as determined in accordance with the certificate of incorporation of Indus Holding Company.

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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