Michael Auerbach - Mar 15, 2022 Form 4 Insider Report for TPCO Holding Corp. (GRAMF)

Role: Director
Signature: By: /s/ Michael Auerbach
Stock symbol: GRAMF
Transactions as of: Mar 15, 2022
Transactions value $: $3,080
Form type: 4
Date filed: 7/5/2022, 08:07 PM
Previous filing: Mar 2, 2022
Next filing: Apr 4, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GRAMF	Common Shares	Options Exercise		+607	+3.22%		19.5K	Jul 1, 2022	Direct	F1
transaction	GRAMF	Common Shares	Other	$3.08K	+308	+0%	$10.00^*	6.65M	Mar 15, 2022	See Footnote	F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	GRAMF	Restricted Stock Units	Award	$0	+100K	+686.67%	$0.00	115K	Jun 30, 2022	Common Shares	100K		Direct	F1, F4
transaction	GRAMF	Restricted Stock Units	Options Exercise	$0	-607	-0.53%	$0.00	114K	Jul 1, 2022	Common Shares	607		Direct	F1, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Restricted stock units ("RSUs") convert into Common Shares on a one-for-one basis.
F2	These shares were issued to Murphy Ofutt Common LLC pursuant to the terms of the agreement (the "LCV Acquisition Agreement") pursuant to which the Issuer acquired Left Coast Ventures, Inc. in connection with a tax deficiency holdback. Pursuant to terms of the LCV Acquistion Agreement, the Common Shares are valued at $10 per share.
F3	Consists of 6,606,845 Common Shares held by M3 DAAT LLC, 3,952 Common Shares held by Murphy Ofutt LCV LLC, 100 Common Shares held by Murphy Ofutt LLC and 308 Common Shares held by Murphy Ofutt Common LLC . Mr. Auerbach disclaims beneficial ownership over all of the shares held by these entities, except to the extent of his pecuniary interest.
F4	On June 30, 2022, the reporting person was granted 100,000 RSU's, 33% of which vests 1 year after the grant date. The remaining RSUs vest in 8 equal quarterly installments beginning on September 30, 2023.
F5	On June 1, 2021, the reporting person was granted 24,271 RSU's, 25% of which vested 180 days after the grant date (the "Initial Vesting Period"). The remaining RSUs vest in 30 equal monthly installments beginning on the first day of the first month following the Initial Vesting Period.