Gotham Green Partners LLC - 24 Jun 2022 Form 4 Insider Report for iANTHUS CAPITAL HOLDINGS, INC. (ITHUF)

Role
10%+ Owner
Signature
/s/ Jason Adler
Issuer symbol
ITHUF
Transactions as of
24 Jun 2022
Net transactions value
-$78,857,778
Form type
4
Filing time
28 Jun 2022, 18:59:09 UTC
Previous filing
08 Mar 2022
Next filing
29 Dec 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ITHUF Common Shares Other +125,585,311 +46402% 125,855,957 24 Jun 2022 Gotham Green Fund 1, L.P. F1, F2, F3
transaction ITHUF Common Shares Other +502,419,744 +46402% 503,502,503 24 Jun 2022 Gotham Green Fund 1 (Q), L.P. F1, F2, F3
transaction ITHUF Common Shares Other +57,324,290 57,324,290 24 Jun 2022 Gotham Green Fund II, L.P. F1, F2, F3
transaction ITHUF Common Shares Other +333,453,540 333,453,540 24 Jun 2022 Gotham Green Fund II (Q), L.P. F1, F2, F3
transaction ITHUF Common Shares Other +934,167,928 +33814% 936,930,574 24 Jun 2022 Gotham Green Credit Partners SPV 1, L.P. F1, F2, F3
transaction ITHUF Common Shares Other +615,096,377 615,096,377 24 Jun 2022 Gotham Green Partners SPV V, L.P. F1, F2, 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 ITHUF Convertible Debenture Other $2,398,448 0 24 Jun 2022 Common Shares 778,717 $3.08 By Gotham Green Fund 1, L.P. F1, F2, F3, F4, F5
transaction ITHUF Convertible Debenture Other $9,595,307 0 24 Jun 2022 Common Shares 3,115,360 $3.08 By Gotham Green Fund 1 (Q), L.P. F1, F2, F3, F4, F5
transaction ITHUF Convertible Debenture Other $29,364,022 0 24 Jun 2022 Common Shares 9,533,773 $3.08 Gotham Green Credit Partners SPV 1, L.P. F1, F2, F3, F4, F5
transaction ITHUF Convertible Debenture Other $17,500,000 0 24 Jun 2022 Common Shares 10,649,528 $1.61 By Gotham Green Partners SPV V, L.P. F1, F2, F3, F4, F5
transaction ITHUF Note Other $1,999,750 0 24 Jun 2022 Common Shares 1,058,069 $1.89 By Gotham Green Fund 1, L.P. F1, F2, F3, F4, F5
transaction ITHUF Note Other $8,000,250 0 24 Jun 2022 Common Shares 4,232,937 $1.89 By Gotham Green Fund 1 (Q), L.P. F1, F2, F3, F4, F5
transaction ITHUF Note Other $1,466,300 0 24 Jun 2022 Common Shares 775,820 $1.89 By Gotham Green Fund II, L.P. F1, F2, F3, F4, F5
transaction ITHUF Note Other $8,533,700 0 24 Jun 2022 Common Shares 4,515,185 $1.89 By Gotham Green Fund II (Q), L.P. F1, F2, F3, F4, F5
transaction ITHUF Tranche B Warrant Other -507,551 -100% 0 24 Jun 2022 Common Shares 507,551 $1.97 By Gotham Green Fund 1, L.P. F1, F2, F3, F4
transaction ITHUF Tranche B Warrant Other -2,030,520 -100% 0 24 Jun 2022 Common Shares 2,030,520 $1.97 By Gotham Green Fund 1 (Q), L.P. F1, F2, F3, F4
transaction ITHUF Tranche B Warrant Other -372,157 -100% 0 24 Jun 2022 Common Shares 372,157 $1.97 By Gotham Green Fund II, L.P. F1, F2, F3, F4
transaction ITHUF Tranche B Warrant Other -2,165,914 -100% 0 24 Jun 2022 Common Shares 2,165,914 $1.97 By Gotham Green Fund II (Q), L.P. F1, F2, F3, F4
transaction ITHUF Warrant Other -5,120,097 -100% 0 24 Jun 2022 Common Shares 5,120,097 $1.67 By Gotham Green Partners SPV V, L.P. F1, F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On June 24, 2022, iAnthus Capital Holdings, Inc. issued Common Shares to the funds affiliated with Gotham Green Partners, LLC, as listed in this Form 4, in connection with the recapitalization transaction set forth in the Restructuring Support Agreement dated July 10, 2020, and amended on June 15, 2021, and the Plan of Arrangement, which was approved by the Supreme Court of British Columbia on October 5, 2020.
F2 In exchange for the Common Shares, the outstanding principal amount (and accrued interest and fees) of pre-existing and matured 13% senior secured convertible debentures and 8% unsecured convertible debentures were each forgiven in part and were replaced with new non-convertible 8% unsecured debentures and non-convertible 8% secured debentures (which also includes amounts outstanding under certain interim financing secured (non-convertible) notes that were also extinguished). Plus, all existing warrants to purchase common shares, were cancelled and extinguished.
F3 Gotham Green Partners, LLC is the SEC registered investment adviser to the Gotham funds. Gotham Green GP 1, LLC is the general partner of Gotham Green Fund 1, L.P. and Gotham Green Fund 1 (Q) L.P. Gotham Green GP II, LLC is the general partner of Gotham Green Fund II, L.P. and Gotham Green Fund II (Q), L.P. Gotham Green Credit Partners GP 1, LLC is the general partner of Gotham Green Credit Partners SPV 1, L.P. Gotham Green Partners SPV V GP, LLC is the general partner of Gotham Green Partners SPV V, L.P. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Sections 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of any pecuniary interest therein.
F4 Currently Exercisable.
F5 Represents the original maturity date of the Convertible Debentures or Note, as applicable.