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^*

Wilches Julian

(Last)

(First)

(Middle)

489 FIFTH AVENUE, 27TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Clever Leaves Holdings Inc. [ CLVR ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/18/2020

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)

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 Share Units	⁽¹⁾	03/02/2021		A		33,333.5		⁽²⁾	12/18/2022	Common shares	33,333.5	$0	33,333.5	D
Restricted Share Units	⁽¹⁾	03/02/2021		A		33,333.5		⁽³⁾	12/18/2024	Common shares	33,333.5	$0	33,333.5	D
Stock Option (right to buy)	$10	12/18/2020		A		2,433⁽⁴⁾		⁽⁵⁾	04/17/2025	Common shares	2,433⁽⁴⁾	$0⁽⁶⁾	2,433⁽⁴⁾	D

Explanation of Responses:

1. Each restricted share unit represents the contingent right to receive one common share of the Issuer.

2. The restricted share units vest when they have both time-vested and performance-vested, subject to the Reporting Person's continuous service with the Issuer through the relevant vesting dates. The restricted share units will time-vest in four equal annual installments, commencing on December 18, 2021, and will performance-vest based on the achievement of certain share price performance conditions on or prior to December 18, 2022.

3. The restricted share units vest when they have both time-vested and performance-vested, subject to the Reporting Person's continuous service with the Issuer through the relevant vesting dates. The restricted share units will time-vest in four equal annual installments, commencing on December 18, 2021, and will performance-vest based on the achievement of certain share price performance conditions on or prior to December 18, 2024.

4. On December 22, 2020, the reporting person filed a Form 4 which inadvertently reported options to acquire 2,443 common shares rather than 2,433 common shares of the Issuer. Information in this item does not reflect a new acquisition but is provided to disclose the correct number of shares that the reporting person has a right to acquire pursuant to the previously reported transaction.

5. The options were exercisable as of on December 18, 2020, the closing date of the business combination (the "Business Combination") of Clever Leaves International Inc. ("Clever Leaves") and Schultze Special Purpose Acquisition Corp. pursuant to the Amended and Restated Business Combination Agreement, dated as of November 9, 2020 (the "Business Combination Agreement").

6. As part of the Business Combination, each outstanding option to acquire Class A common shares of Clever Leaves International Inc. was automatically converted into an option exercisable for common shares of the Issuer based on the exchange ratio of 0.3288 in accordance with the Business Combination Agreement.

Remarks:

	/s/ David M. Kastin, under power of attorney	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).
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.

SEC Form 4 filed by Julian Wilches