MICHAEL C. RUETTGERS - 24 Jul 2023 Form 4 Insider Report for GreenLight Biosciences Holdings, PBC

Role: Member of 10% owner group
Signature: /s/ Michael Ruettgers
Issuer symbol: N/A
Transactions as of: 24 Jul 2023
Net transactions value: $0
Form type: 4
Filing time: 26 Jul 2023, 16:41:22 UTC
Previous filing: 08 Jun 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GRNA	Common Stock	Other		-206,629	-100%		0	24 Jul 2023	See Footnote	F1, F2

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

MICHAEL C. RUETTGERS is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	This Form 4 reports securities contributed by the Reporting Person in connection with the transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 29, 2023, by and among GreenLight Biosciences Holdings, PBC, SW ParentCo, Inc. ("Parent"), and SW MergerCo, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), to Merger Sub in exchange for shares of Series A-2 Preferred Stock, par value $0.001 per share, of Parent pursuant to a Contribution and Exchange Agreement, dated May 29, 2016 (the "Contribution and Exchange Agreement"), between Parent and the Michael Ruettgers Revocable Trust. The price used to calculate the value of each share of Series A-2 Preferred Stock for purposes of the exchange was $0.40 per share, as determined pursuant to the terms of the Contribution and Exchange Agreement.
F2	Represents shares held by the Michael Ruettgers Revocable Trust as amended and restated. The Reporting Person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.

Content

This Form 4 reports securities contributed by the Reporting Person in connection with the transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 29, 2023, by and among GreenLight Biosciences Holdings, PBC, SW ParentCo, Inc. ("Parent"), and SW MergerCo, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), to Merger Sub in exchange for shares of Series A-2 Preferred Stock, par value $0.001 per share, of Parent pursuant to a Contribution and Exchange Agreement, dated May 29, 2016 (the "Contribution and Exchange Agreement"), between Parent and the Michael Ruettgers Revocable Trust. The price used to calculate the value of each share of Series A-2 Preferred Stock for purposes of the exchange was $0.40 per share, as determined pursuant to the terms of the Contribution and Exchange Agreement.

Represents shares held by the Michael Ruettgers Revocable Trust as amended and restated. The Reporting Person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.