Key facts
- This page summarizes Michael Auerbach's Form 4 filing for TPCO Holding Corp. (GRAM).
- 5 reported transactions and 1 derivative row are listed below.
- Accepted by SEC: 10 Jul 2023, 09:41.
Michael Auerbach - 07 Jul 2023 Form 4 Insider Report for TPCO Holding Corp. (GRAM)
- Reporting relationship
- Director
- Issuer ticker
- GRAM
- Reported as of
- 07 Jul 2023
- Net transaction value
- +$141,089
- SEC form
- 4
- Accepted by SEC
- 10 Jul 2023, 09:41:14 UTC
- Prior SEC filing
- 05 Jul 2023
- Next SEC filing
- 14 Jun 2024
- Source filing
- View source filing
- Reporting owner signature
- /s/ Emily Jennings, Attorneyin-fact
Source evidence
Original filing metadata and source links for verification.
5 source fields
Reporting owner
1 detail
Key filing fact
Michael Auerbach filed Form 4 for TPCO Holding Corp. (GRAM) on 10 Jul 2023.
Change
- Previous filing in this sequence was filed on 05 Jul 2023.
- Current net transaction value: +$141,089.
Research use
- This tells you what this filing adds before you inspect full transaction and derivative tables.
- You can trace every row back to the original SEC filing document.
Evidence
Filed on Form 4
View source filing
Ownership activity is grounded in SEC Form 4 disclosures.
Reported non-derivative transactions
Shares, units, or other non-derivative securities reported in this filing.
GRAMF
transaction
Common Shares
Award
- Transaction value
- $1,969
- Shares
- +8,949
- Change %
- +15%
- Price
- $0.2200
- Shares after
- 68,704
- Date
- 07 Jul 2023
- Ownership
- Direct
- Footnotes
- F1, F2
GRAMF
transaction
Common Shares
Disposed to Issuer
- Transaction value
- Shares
- -68,704
- Change %
- -100%
- Price
- Shares after
- 0
- Date
- 07 Jul 2023
- Ownership
- Direct
- Footnotes
- F3
GRAMF
transaction
Common Shares
Award
- Transaction value
- $139,120
- Shares
- +632,365
- Change %
- +9.5%
- Price
- $0.2200
- Shares after
- 7,286,699
- Date
- 07 Jul 2023
- Ownership
- See Footnote
- Footnotes
- F2, F4
GRAMF
transaction
Common Shares
Disposed to Issuer
- Transaction value
- $0
- Shares
- -7,286,699
- Change %
- -100%
- Price
- $0.000000*
- Shares after
- 0
- Date
- 07 Jul 2023
- Ownership
- See Footnote
- Footnotes
- F3, F5
Reported derivative securities
Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.
GRAMF
transaction
Derivative
Restricted Stock Units
Disposed to Issuer
- Transaction value
- $0
- Shares
- -73,675
- Change %
- -100%
- Price
- $0.000000*
- Shares after
- 0
- Date
- 07 Jul 2023
- Ownership
- Direct
- Underlying class
- Common Shares
- Underlying amount
- 73,675
- Exercise price
- Footnotes
- F6
* marks a reported price that did not pass the local price check.
Additional SEC filing notes
Filing notes and footnotes
Section 16 status
Michael Auerbach is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.
Explanation of responses 6 footnotes
Footnote F1
Represents the payment of Common Shares to Mr. Auerbach triggered by the Business Combination (as defined below) pursuant to an earn-out agreement dated November 24, 2020 (the "Earnout Agreement").
Footnote F2
In Canadian Dollars. The price represents the deemed price of the Common Shares pursuant to the Earnout Agreement.
Footnote F3
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".
Footnote F4
Represents the payment of Common Shares triggered by the Business Combination pursuant to the Earnout Agreement in the following amounts: (i) 0 to M3 DAAT LLC; (ii) 610,149 to Murphy Ofutt LCV LLC; (iii) 6,148 to Murphy Ofutt LLC; and (iv) 16,068Murphy Ofutt Common LLC.
Footnote F5
Represents the disposition of 6,606,845 Common Shares held by M3 DAAT LLC, 656,425Common Shares held by Murphy Ofutt LCV LLC, 16,973Common Shares held by Murphy Ofutt LLC and 6,456Common Shares held by Murphy Ofutt Common LLC, in connection with the Business Combination. Mr. Auerbach disclaims beneficial ownership over all of the shares held by these entities, except to the extent of his pecuniary interest.
Footnote F6
RSUs convert into Common Shares on a one-for-one basis. Represents RSUs that were forfeited in connection with the Business Combination.
SEC remarks
Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).