Mike Batesole - 07 Jul 2023 Form 4 Insider Report for TPCO Holding Corp. (GRAM)

Role
Chief Financial Officer
Signature
/s/ Emily Jennings, Attorney-in-fact
Issuer symbol
GRAM
Transactions as of
07 Jul 2023
Net transactions value
-$18,245
Form type
4
Filing time
10 Jul 2023, 09:40:51 UTC
Previous filing
05 Jul 2023
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GRAMF Common Shares Options Exercise +270,006 +105% 528,367 07 Jul 2023 Direct F1
transaction GRAMF Common Shares Sale $18,245 -114,965 -22% $0.1587 413,402 07 Jul 2023 Direct F2
transaction GRAMF Common Shares Disposed to Issuer -413,402 -100% 0 07 Jul 2023 Direct F3

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
transaction GRAMF Restricted Stock Units Award +150,000 +125% 270,006 07 Jul 2023 Common Shares 150,000 Direct F4, F5
transaction GRAMF Restricted Stock Units Options Exercise -270,006 -100% 0 07 Jul 2023 Common Shares 270,006 Direct F1, F4, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Mike Batesole is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Represents the issuance of Common Shares upon the vesting of restricted stock units ("RSUs"). RSUs convert into Common Shares on a one-for-one basis.
F2 The disposition of Common Shares is associated with tax obligations of the reporting person.
F3 Represents the disposition of Common Sharesin connection with the business combination (the "Business Combination") involving the Issuer, Gold Flora, LLC ("Gold Flora"), Stately Capital Corporation ("Stately"), Gold Flora Corporation ("Newco") and Golden Grizzly Bear LLC ("US Merger Sub") in accordance with the terms and conditions of a business combination agreement entered into among TPCO, Gold Flora, Stately, Newco and US Merger Sub dated February 21, 2023 and an agreement and plan of merger entered into by Newco, US Merger Sub and Gold Flora dated February 21, 2023. As part of the Business Combination, the Issuer, Stately and Newco amalgamated to form a new corporation (the "Resulting Issuer"), the Common Sharesof the Issuer were exchanged on a one-for-one basis for common shares of the Resulting Issuer, and the Resulting Issuer continued from British Columbia into the State of Delaware under the name "Gold Flora Corporation".
F4 Upon vesting, RSUs convert into Common Shares on a one-for-one basis.
F5 Represents the acceleration of vesting of Performance Stock Units ("PSUs") into RSUs in connection with the Business Combination.
F6 Represents the acceleration of vesting of RSUs into Common Shares in connection with the Business Combination.

Remarks:

Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).