Archos George Peter - 02 Dec 2024 Form 4 Insider Report for Verano Holdings Corp. (VRNOF)

Role
Chief Executive Officer
Signature
/s/ Kevan Fisher, Attorney-in-Fact
Issuer symbol
VRNOF
Transactions as of
02 Dec 2024
Net transactions value
-$12,096
Form type
4
Filing time
04 Dec 2024, 17:27:53 UTC
Previous filing
18 Jun 2024
Next filing
17 Dec 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VRNOF Class A Subordinate Voting Shares Options Exercise $0 +35,213 +0.24% $0.000000 14,411,920 02 Dec 2024 Direct F1
transaction VRNOF Class A Subordinate Voting Shares Sale $12,096 -8,751 -0.06% $1.38 14,403,169 03 Dec 2024 Direct F2, F3
holding VRNOF Class A Subordinate Voting Shares 1,817,688 02 Dec 2024 By Copperstone Trust
holding VRNOF Class A Subordinate Voting Shares 204,082 02 Dec 2024 By E&P Archos Holdings, LLC F4
holding VRNOF Class A Subordinate Voting Shares 204,082 02 Dec 2024 By E&P Archos Holdings II, LLC F4
holding VRNOF Class A Subordinate Voting Shares 4,420,790 02 Dec 2024 By Archos Capital Group, LLC
holding VRNOF Class A Subordinate Voting Shares 10,154,606 02 Dec 2024 By GP Management Group, LLC

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 VRNOF Restricted Stock Units Options Exercise $0 -35,213 -7.6% $0.000000 430,275 02 Dec 2024 Class A Subordinate Voting Shares 35,213 $0.000000 Direct F1, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 This transaction represents the settlement of vested restricted stock units into Class A Subordinate Voting Shares.
F2 This transaction represents the sale of Class A subordinate voting shares pursuant to a sell-to-cover transaction in order to satisfy tax withholding obligations in connection with the settlement of Restricted Stock Units previously granted to the Reporting Person. This sale was effected pursuant to sell-to-cover transactions at the Company's sole discretion as agreed to by the Reporting Person in grant agreements signed in connection with the initial issuance of Restricted Stock Units on June 23, 2022 and does not represent a discretionary sale by the Reporting Person.
F3 Represents a weighted average sale price for multiple sale transactions ranging from $1.36 to $1.39 per share, as converted from Canadian dollars. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.
F4 Due to the Reporting Person's 2% membership interest in the LLCs, the Reporting Person may be deemed to beneficially own the number of Shares detailed in Table I. This filing shall not be deemed an admission that such Reporting Person is, for purposes of section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of the equity securities reported in Table I owned by the LLCs. Mr. Archos expressly disclaims his beneficial ownership of the Shares reported in Table I owned by the LLCs.
F5 The restricted stock units disposed in this transaction were granted under the Verano Holdings Corp. Stock and Incentive Plan on June 23, 2022. Each restricted stock unit reflects a contingent right to receive one Class A Subordinate Voting Share and vested 25% on June 1, 2023, December 1, 2023, June 1, 2024 and December 1, 2024.
F6 The restricted stock units disposed in this transaction settled on December 2, 2024.