Fall Line Endurance Fund, LP - 29 May 2023 Form 3 Insider Report for GreenLight Biosciences Holdings, PBC

SEC remarks

As discussed in the Reporting Person's Amendment No. 2 to Schedule 13D filed on May 30 2023, as amended by Amendment No. 3 to Schedule 13D filed on June 16, 2023, a result of the entry of the Reporting Person and certain other stockholders of the Issuer (the "Rollover Stockholders") into contribution and exchange agreements, dated May 29, 2023, between each of them and SW ParentCo, Inc. ("Parent"), a Delaware corporation, in connection with the Issuer's signed Agreement and Plan of Merger, dated May 29, 2023 ("Merger Agreement"), by and among the Issuer, Parent and SW MergerCo, Inc., the Reporting Person may be deemed to be member, along with the other Rollover Stockholders, of a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which "group" may collectively owns 120,521,038 shares of the Issuer's outstanding Common Stock. The Common Stock reported herein, which is the only Common Stock in which the Reporting Person has reportable pecuniary interest, does not include any Common Stock which may be beneficially owned by any of the other parties to documents relating to the Merger Agreement not deemed to be in the "group." Neither the filing of this Form 3 nor any of its contents, however, shall be deemed to constitute an admission by the Reporting Person that it is the beneficial owner of any of the Common Stock beneficially owned in the aggregate by other members of the "group" and their respective affiliates for purposes of Section 13(d)(3) of the Exchange Act or for any other purpose, and such beneficial ownership and pecuniary interest is expressly disclaimed.