Geoffrey Garland Grammer - Jan 1, 2024 Form 3 Insider Report for Greenbrook TMS Inc. (GBNH)

Signature
/s/William Leonard, Attorney-in-Fact
Stock symbol
GBNH
Transactions as of
Jan 1, 2024
Transactions value $
$0
Form type
3
Date filed
1/2/2024, 04:17 PM

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 GBNH Options Jan 1, 2024 Common Shares 40K $5.00 Direct F1
holding GBNH Options Jan 1, 2024 Common Shares 5K $5.00 Direct F2
holding GBNH Options Jan 1, 2024 Common Shares 2K $5.00 Direct F3
holding GBNH Options Jan 1, 2024 Common Shares 20K $10.13 Direct F4, F5
holding GBNH Options Jan 1, 2024 Common Shares 12K $15.45 Direct F6, F7
holding GBNH Options Jan 1, 2024 Common Shares 75K $0.75 Direct F8
holding GBNH Subordinated Convertible Debt Jan 1, 2024 Common Shares 161K Direct F9, F10, F11, F12
holding GBNH Options Jan 1, 2024 Common Shares 5K $0.26 Direct F13
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 These options were granted pursuant to the Company's Amended Employee Stock Option Plan (the "Stock Option Plan"), as described in the Company's 2022 Meeting Information Circular, filed with the Securities and Exchange Commission on May 23, 2023. The options were granted on March 31, 2015 and fully vested on March 31, 2019 and accordingly, are all exercisable.
F2 These options were granted pursuant to the Stock Option Plan on March 31, 2016 and vested over a three year period, with one-third vesting on each of the 3 anniversaries of the date of the grant. As of the date hereof, all options are vested and exercisable.
F3 These options were granted pursuant to the Stock Option Plan on March 31, 2017 and vested over a three year period, with one-third vesting on each of the 3 anniversaries of the date of the grant. As of the date hereof, all options are vested and exercisable.
F4 These options were granted pursuant to the Stock Option Plan on February 3, 2020 and vested over a three year period, with one-third vesting on each of the 3 anniversaries of the date of the grant. As of the date hereof, all options are vested and exercisable.
F5 Converted to USD based on the average daily exchange rate of the Bank of Canada reported on December 29, 2023. Each option may be exercised for a price of $13.40 Canadian dollars.
F6 These options were granted pursuant to the Stock Option Plan on February 17, 2021 and will vest over a three year period, with one-third vesting on each of the 3 anniversaries of the date of the grant. As of the date hereof, 8,000 options are vested and exercisable.
F7 Converted to USD based on the average daily exchange rate of the Bank of Canada reported on December 29, 2023. Each option may be exercised for a price of $20.43 Canadian dollars.
F8 These options were granted pursuant to the Company's Omnibus Equity Incentive Plan (the "Equity Incentive Plan"), as described in the Company's 2022 Meeting Information Circular, filed with the Securities and Exchange Commission on May 23, 2023, on May 15, 2023. Half of the options granted immediately vested while the remaining half vest over a two year period, with one-quarter of the total amount vesting on each of the 2 anniversaries of the date of the grant. As of the date hereof, 37,500 options are vested and exercisable.
F9 On August 28, 2023, Mr. Grammar acquired from the Company, upon exchange on a private placement basis of previously held Company-issued notes, an aggregate principal amount of $35,000 of the Company's subordinated convertible promissory notes (the "Subordinated Convertible Notes").
F10 The latest date that the Subordinated Convertible Notes can mature is March 31, 2028.
F11 The number of shares issuable upon conversion of the Subordinated Convertible Note is calculated by multiplying the Reference Conversion Price (as defined in footnote 12) by the aggregate principal amount of Mr. Grammer's Subordinated Convertible Notes.
F12 The Subordinated Convertible Notes are convertible at a price equal to the lesser of (a) 85% of the closing price per Common Shares on Nasdaq or any other market as of the closing date for such Subordinated Convertible Notes (the "Reference Conversion Price") with the Reference Conversion Price in effect as of January 2, 2024 being $0.2168 and (b)(i) 85% of the 30-day volume weighted average trading price of the Common Shares prior to conversion, or (ii) if the Common Shares are not listed on any of Nasdaq or another trading market at the time of conversion, a per share price based equal to 85% of the fair market value per Common Share as of such date; provided, that, in any event, the Subordinated Convertible Note conversion price shall not be lower than $0.078. The Subordinated Convertible Notes conversion price is also subject to customary anti-dilution adjustments.
F13 These options were granted pursuant to the Equity Incentive Plan as described in the Company's 2022 Meeting Information Circular, filed with the Securities and Exchange Commission on May 23, 2023, on November 8, 2023. Half of the options granted immediately vest while the remaining half vest over a two-year period, with one-quarter of the total amount vesting on each of the 2 anniversaries of the date of the grant. As of the date hereof, 2,500 options are vested and exercisable.