William Leonard - Jan 1, 2024 Form 3 Insider Report for Greenbrook TMS Inc. (GBNH)

Role: President and CEO, Director
Signature: /s/William Leonard
Stock symbol: GBNH
Transactions as of: Jan 1, 2024
Transactions value $: $0
Form type: 3
Date filed: 1/2/2024, 04:22 PM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	GBNH	Common Shares						833K	Jan 1, 2024	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	GBNH	Options							Jan 1, 2024	Common Shares	10K	$10.13	Direct	F1, F2
holding	GBNH	Options							Jan 1, 2024	Common Shares	100K	$0.75	Direct	F3
holding	GBNH	Performance Share Units							Jan 1, 2024	Common Shares	3.87K	$0.00	Direct	F4, F5
holding	GBNH	Subordinated Convertible Notes							Jan 1, 2024	Common Shares	185K		Direct	F6, F7, F8, F9

* 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, 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 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.
F2	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.
F3	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, 50,000 options are vested and exercisable.
F4	These performance share units were granted pursuant to the Equity Incentive Plan, by the Company on August 5, 2021. The performance share units vested on December 31, 2023 after the attainment of certain performance vesting conditions relating to strategic initiatives.
F5	The performance share units are to be settled in cash on or before March 15, 2024. The total cash award will be equivalent to the closing price of the Common Shares covered by the performance share unit on the date of settlement.
F6	On August 28, 2023, Mr. Leonard acquired from the Company, upon exchange on a private placement basis of previously-held Company-issued notes, an aggregate principal amount of $40,000 of the Company's subordinated convertible promissory notes (the "Subordinated Convertible Notes").
F7	The latest date that the Subordinated Convertible Notes can mature is March 31, 2028.
F8	The number of shares issuable upon conversion of the Subordinated Convertible Note is calculated by multiplying the Reference Conversion Price (as defined in footnote 9) by the aggregate principal amount of Mr. Leonard's Subordinated Convertible Notes.
F9	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.