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 OF SECURITIES
                                                                                  
 OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Saxton Jessica		 2. Issuer Name and Ticker or Trading Symbol

Charlotte's Web Holdings, Inc. [ CWBHF ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
CFO and PAO
(Last)          (First)          (Middle)

C/O CHARLOTTE'S WEB HOLDINGS, INC., 700 TECH COURT		 3. Date of Earliest Transaction (MM/DD/YYYY)

4/1/2023
(Street)

LOUISVILLE, CO 80027		 4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 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)
Rule 10b5-1(c) Transaction Indication
☐ Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (right to buy) $0.32 4/1/2023  A   937500     (1)4/1/2033 Common Shares 937500.0 $0 937500 D  
Restricted Stock Unit  (2)4/1/2023  A   312500     (3) (3)Common Shares 312500.0 $0 312500 D  
Explanation of Responses:
(1) The option agreement provides that the option becomes exercisable in 3 equal annual installments beginning on the first anniversary of the option's grant date. The option was granted on 4/1/2023.
(2) Each restricted stock unit represents a contingent right to receive one common share of Charlotte's Web Holdings, Inc.
(3) The restricted stock unit agreement provides that the restricted stock unit vests in 3 equal annual installments beginning on the first anniversary of the restricted stock unit's grant date. The restricted stock unit was granted on 4/1/2023.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Saxton Jessica
C/O CHARLOTTE'S WEB HOLDINGS, INC.
700 TECH COURT
LOUISVILLE, CO 80027

CFO and PAO
Signatures
/s/ Stephen D. Rogers, Attorney in Fact for Jessica Saxton4/4/2023
**Signature of Reporting PersonDate
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 control number.
Charlottes Web (QX) (USOTC:CWBHF)
Historical Stock Chart
From Oct 2024 to Nov 2024 Click Here for more Charlottes Web (QX) Charts.
Charlottes Web (QX) (USOTC:CWBHF)
Historical Stock Chart
From Nov 2023 to Nov 2024 Click Here for more Charlottes Web (QX) Charts.