JW Asset Management, LLC - Jan 1, 2022 Form 3 Insider Report for TerrAscend Corp. (TSNDF)

Role
Executive Chairman, Director, 10%+ Owner
Signature
JW Asset Management, LLC /s/ Jason Klarreich, Attorney-In-Fact
Stock symbol
TSNDF
Transactions as of
Jan 1, 2022
Transactions value $
$0
Form type
3
Date filed
1/3/2022, 08:44 PM
Next filing
Mar 2, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding TSNDF Common Stock 79.1M Jan 1, 2022 See Footnotes F1, F2
holding TSNDF Common Stock 385K Jan 1, 2022 Direct

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
holding TSNDF Stock Option Jan 1, 2022 Common 50K $13.60 Direct F3
holding TSNDF Stock Option Jan 1, 2022 Common 50K $13.60 Direct F3
holding TSNDF Stock Option Jan 1, 2022 Common 50K $13.60 Direct F3
holding TSNDF Stock Option Jan 1, 2022 Common 50K $13.60 Direct F3
holding TSNDF Stock Option Jan 1, 2022 Common 250K $4.20 Direct F3
holding TSNDF Stock Option Jan 1, 2022 Common 250K $4.20 Direct F3
holding TSNDF Stock Option Jan 1, 2022 Common 250K $4.20 Direct F3
holding TSNDF Stock Option Jan 1, 2022 Common 250K $4.20 Direct F3
holding TSNDF Series A Convertible Preferred Stock Jan 1, 2022 Common 10M See Footnotes F1, F4, F5, F6
holding TSNDF Warrants Jan 1, 2022 Series C Convertible Preferred 10K $3,000.00 See Footnotes F1, F6
holding TSNDF Warrants Jan 1, 2022 Proportionate Voting Shares 8.59K $7,210.00 See Footnotes F1, F3, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 This Form 3 is being filed by JW Asset Management, LLC (the "Advisor") on behalf of itself and JW Partners, LP ("JWP"), JW Opportunities Master Fund ("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. Wild is the managing member of the Advisor and the General Partner and is a director and the executive chairman of the issuer and the trustee of the Howard Wild 2012 Grandchildren's Trust ("Trust"). The Advisor also serves as the investment manager of Insight Wellness Fund, LLC ("Insight") and the investment advisor of JW Growth Fund, LLC ("Growth") and JW Select Investments, LP ("Select"). The General Partner serves as general partner to JWP and Select and the manager of JWO and Growth.
F2 This amount reflects the aggregate amount of securities held by JWP, JWO, Insight, Growth, Select and the Trust immediately following the transaction requiring the filing of this statement. In accordance with Instruction 5(b)(iv) of Form 3, the entire amount of the Issuer's securities held by Reporting Persons is reported herein. Each of the Advisor, the General Partner, and Wild, disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that either the Advisor, the General Partner or Wild are the beneficial owner of such securities for purposes of Section 16 or for any other purposes.
F3 This figure is in Canadian dollars.
F4 The Series A Convertible Preferred Stock is perpetual and therefore has no expiration date.
F5 Each share of Series A Convertible Preferred Stock is convertible into 1,000 shares of the Issuer's Common Stock.
F6 This amount reflects the aggregate amount of securities held by JWP and JWO immediately following the transaction requiring the filing of this statement. In accordance with Instruction 5(b)(iv) of Form 3, the entire amount of the Issuer's securities held by Reporting Persons is reported herein. Each of the Advisor, the General Partner, and Wild, disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that either the Advisor, the General Partner or Wild are the beneficial owner of such securities for purposes of Section 16 or for any other purposes. Each share of Series C Convertible Preferred Stock underlying such warrants is convertible into 1,000 common shares in certain circumstances.
F7 This amount reflects the aggregate amount of securities held by JWP, JWO and Select immediately following the transaction requiring the filing of this statement. In accordance with Instruction 5(b)(iv) of Form 3, the entire amount of the Issuer's securities held by Reporting Persons is reported herein. Each of the Advisor, the General Partner, and Wild, disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that either the Advisor, the General Partner or Wild are the beneficial owner of such securities for purposes of Section 16 or for any other purposes. Each proportionate voting share underlying such warrants is exchangeable for 1,000 common shares in certain circumstances.