Continental Grain Co - Jul 24, 2023 Form 4 Insider Report for GreenLight Biosciences Holdings, PBC (GRNA)

Role: Member of 13D Group
Signature: Continental Grain Company, /s/ David Dryerman, SVP - Finance and Treasurer
Stock symbol: GRNA
Transactions as of: Jul 24, 2023
Transactions value $: $0
Form type: 4
Date filed: 7/26/2023, 04:02 PM
Previous filing: Jun 8, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GRNA	Greenlight Biosciences common stock	Other		-6.49M	-100%		0	Jul 24, 2023	See Footnote	F1, F2

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

Continental Grain Co is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	On July 24, 2023, pursuant to the Contribution and Exchange Agreement between the Reporting Persons and SW ParentCo, Inc. ("Parent"), the Reporting Persons disposed of all previously reported shares of Common Stock in exchange for shares of Series A-2 Preferred Stock, par value $0.001 per share, of Parent in connection with the closing of the transactions contemplated by the Agreement and Plan of Merger among Issuer, Parent and SW MergerCo, Inc. ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer, and the Reporting Persons ceased to beneficially own shares of Common Stock.
F2	Prior to the reported transactions, Continental Grain Company ("Continental Grain") directly held 2,387,044 shares of Common Stock and Conti Greenlight Investors, L.P. ("Conti Greenlight Investors") directly held 4,102,198 shares of Greenlight Biosciences common stock ("Common Stock"). The general partner of Conti Greenlight Investors is Conti Greenlight, LLC ("Conti Greenlight"). The managing member of Conti Greenlight is Continental Grain. Accordingly, Continental Grain may be deemed to beneficially own the shares of Common Stock held directly by Conti Greenlight Investors. Each reporting person disclaims beneficial ownership of the reported securities, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is the beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.

Content

On July 24, 2023, pursuant to the Contribution and Exchange Agreement between the Reporting Persons and SW ParentCo, Inc. ("Parent"), the Reporting Persons disposed of all previously reported shares of Common Stock in exchange for shares of Series A-2 Preferred Stock, par value $0.001 per share, of Parent in connection with the closing of the transactions contemplated by the Agreement and Plan of Merger among Issuer, Parent and SW MergerCo, Inc. ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer, and the Reporting Persons ceased to beneficially own shares of Common Stock.

Prior to the reported transactions, Continental Grain Company ("Continental Grain") directly held 2,387,044 shares of Common Stock and Conti Greenlight Investors, L.P. ("Conti Greenlight Investors") directly held 4,102,198 shares of Greenlight Biosciences common stock ("Common Stock"). The general partner of Conti Greenlight Investors is Conti Greenlight, LLC ("Conti Greenlight"). The managing member of Conti Greenlight is Continental Grain. Accordingly, Continental Grain may be deemed to beneficially own the shares of Common Stock held directly by Conti Greenlight Investors. Each reporting person disclaims beneficial ownership of the reported securities, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is the beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.