JW Asset Management, LLC - Mar 10, 2022 Form 4 Insider Report for TerrAscend Corp. (TSNDF)

Role: Executive Chairman, Director, 10%+ Owner
Signature: /s/ Jason Klarreich, Attorney-in-Fact, JW Asset Management, LLC
Stock symbol: TSNDF
Transactions as of: Mar 10, 2022
Transactions value $: $0
Form type: 4
Date filed: 3/14/2022, 03:57 PM
Previous filing: Mar 4, 2022
Next filing: Mar 16, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TSNDF	Common Shares	Disposition pursuant to a tender of shares in a change of control transaction		+1.41M	+366.81%		1.79M	Mar 10, 2022	Direct	F1, F2, F3, F4
transaction	TSNDF	Common Shares	Disposition pursuant to a tender of shares in a change of control transaction		+9.06M	+11.45%		88.2M	Mar 10, 2022	See Footnotes	F1, F2, F3, F4

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	TSNDF	Warrants	Disposition pursuant to a tender of shares in a change of control transaction		+5.37M	+18.79%		34M	Mar 10, 2022	Common Shares	5.37M	$8.66	See Footnotes	F1, F2, F3, F4
transaction	TSNDF	Warrants	Disposition pursuant to a tender of shares in a change of control transaction		+1.76M	+5.18%		35.7M	Mar 10, 2022	Common Shares	1.76M	$8.66	See Footnotes	F1, F2, F3, F4

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

Explanation of Responses:

Id	Content
F1	This Form 4 is being filed by JW Asset Management, LLC (the "Advisor") on behalf of itself and JW Partners, LP ("JWP"), JW Opportunities Master Fund, Ltd ("JWO"), JW GP, LLC (the "General Partner"), and Jason G. Wild ("Wild" and, together with the Advisor, JWP, JWO, and the General Partner, the "Reporting Persons"). The Advisor serves as the investment advisor of JWP and JWO. The General Partner serves as general partner to JWP and the manager of JWO. Wild is the managing member of the Advisor and the General Partner.
F2	The amount of 1,410,470 in Table I reflects the 1,410,470 Common Shares acquired by Wild, and the amount of 9,056,759 in Table I reflects the 9,056,759 Common Shares indirectly acquired by the Advisor, the General Partner and Wild through JWP, JWO and other advised investment vehicles. The amounts of 5,371,789 and 1,757,728 in Table II reflect an aggregate of 7,129,517 warrants indirectly acquired by the Advisor, the General Partner and Wild through JWP, JWO, and other advised investment vehicles. In accordance with Instruction 4(b)(iv) of Form 4, the entire amount of the Issuer's securities held by the Reporting Persons is reported herein.
F3	(Footnote 2 Continued). Each of the Advisor, Wild and the General Partner, disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of its or his indirect pecuniary interest therein, and this report shall not be deemed an admission that either the Advisor, Wild or the General Partner are the beneficial owner of such securities for purposes of Section 16 or for any other purposes.
F4	The Common Shares and Warrants reported in this Form 4 were acquired through an all-stock merger of Gage Growth Corp. with and into TerrAscend Corp. pursuant to which the Reporting Persons' securities of Gage Growth Corp. were exchanged for securities of TerrAscend Corp.