Daniel Neukomm - Jul 7, 2023 Form 4 Insider Report for TPCO Holding Corp. (GRAMF)

Role
Director, 10%+ Owner
Signature
/s/ Emily Jennings, Attorneyin-fact
Stock symbol
GRAMF
Transactions as of
Jul 7, 2023
Transactions value $
$3,082,060
Form type
4
Date filed
7/10/2023, 09:41 AM
Previous filing
Jul 5, 2023
Next filing
Jan 4, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GRAMF Common Shares Disposed to Issuer -47.7K -100% 0 Jul 7, 2023 Direct F1
transaction GRAMF Common Shares Award $3.08M +13.7M +144.65% $0.23 23.2M Jul 7, 2023 See Footnote F2, F3
transaction GRAMF Common Shares Disposed to Issuer -23.2M -100% 0 Jul 7, 2023 See Footnote F4

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 Disposed to Issuer $0 -72.6K -100% $0.00* 0 Jul 7, 2023 Common Shares 72.6K Direct F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Daniel Neukomm 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 disposition of Common Shares in 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 Shares of 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".
F2 Represents the payment of Common Shares to GRHP Investments, LLC ("GRHP") triggered by the Business Combination pursuant to an earn-out agreement dated November 24, 2020 (the "Earnout Agreement"). These Common Shares are held by GRHP, in which Mr. Neukomm's wife holds a minority interest. Mr. Neukomm disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest.
F3 In Canadian Dollars. The price represents the deemed price of the Common Shares pursuant to the Earnout Agreement.
F4 Represents the disposition of Common Shares held by GRHP in connection with the Business Combination. These Common Shares will be exchanged on a one-for-one basis for common shares of the Resulting Issuer pursuant to the Business Combination.
F5 Restricted Stock Units ("RSUs") convert into Common Shares on a one-for-one basis.
F6 Represents RSUs that were forfeited 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).