JW Asset Management, LLC - Jun 28, 2023 Form 4 Insider Report for TerrAscend Corp. (TSNDF)

Role: Director, 10%+ Owner
Signature: /s/ Jason Klarreich, Attorney-in-Fact, JW Asset Management, LLC
Stock symbol: TSNDF
Transactions as of: Jun 28, 2023
Transactions value $: $1,200,003
Form type: 4
Date filed: 6/29/2023, 06:03 PM
Previous filing: Jun 26, 2023
Next filing: Sep 6, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TSNDF	Common Shares	Purchase	$150K	+100K	+3.88%	$1.50	2.68M	Jun 28, 2023	Direct	F1, F2, F3, F4
transaction	TSNDF	Common Shares	Purchase	$1.05M	+700K	+0.81%	$1.50	87.1M	Jun 28, 2023	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	Award	$0	+50K	+25%	$0.00	250K	Jun 28, 2023	Common Shares	50K	$1.95	Direct	F1, F2, F3, F4, F5
transaction	TSNDF	Warrants	Award	$0	+350K	+2.04%	$0.00	17.5M	Jun 28, 2023	Common Shares	350K	$1.95	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 GP, LLC (the "General Partner"), and Jason G. Wild ("Wild" and, together with the Advisor, JWP, and the General Partner, the "Reporting Persons"). The Advisor serves as the investment advisor of JWP. The General Partner serves as general partner to JWP. Wild is the managing member of the Advisor and the General Partner.
F2	The amount of 100,000 in Table I reflects the 100,000 Common Shares acquired by Wild, and the amount of 700,002 in Table I reflects an aggregate of 700,002 Common Shares indirectly acquired by the Advisor, the General Partner and Wild through certain advised investment vehicles. The amount of 50,000 in Table II reflect 50,000 warrants acquired by Wild, and the amount of 350,001 in Table II reflect an aggregate of 350,001 warrants indirectly acquired by the Advisor, the General Partner and Wild through certain 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 from the Issuer through a private placement. The price of 0 in item 8 of Table II reflects the warrants being issued with the Common Shares without further cost to the Reporting Persons.
F5	The amount of 250,000 in item 9 of Table II reflects the aggregate number of derivative securities directly owned by Wild after the acquisition of the 50,000 warrants on June 28, 2023 as reported in this Form 4 and the expiration of 1,000,000 options on June 19, 2023 which were at exercise prices significantly above then market prices.