Daniel Neukomm - 07 Jul 2023 Form 4 Insider Report for TPCO Holding Corp. (GRAM)

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
10 Jul 2023, 09:41:10 UTC
Prior SEC filing
05 Jul 2023
Next SEC filing
04 Jan 2024
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Emily Jennings, Attorneyin-fact

Key filing fact

Daniel Neukomm filed Form 4 for TPCO Holding Corp. (GRAM) on 10 Jul 2023.

Key facts

  • This page summarizes Daniel Neukomm's Form 4 filing for TPCO Holding Corp. (GRAM).
  • 4 reported transactions and 1 derivative row are listed below.
  • Accepted by SEC: 10 Jul 2023, 09:41.

Change

  • Previous filing in this sequence was filed on 05 Jul 2023.
  • Current net transaction value: +$3,082,060.

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

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

GRAMF transaction

Common Shares

Disposed to Issuer

Transaction value
Shares
-47,664
Change %
-100%
Price
Shares after
0
Date
07 Jul 2023
Ownership
Direct
Footnotes
F1
GRAMF transaction

Common Shares

Award

Transaction value
$3,082,060
Shares
+13,698,045
Change %
+145%
Price
$0.2250
Shares after
23,167,744
Date
07 Jul 2023
Ownership
See Footnote
Footnotes
F2, F3
GRAMF transaction

Common Shares

Disposed to Issuer

Transaction value
Shares
-23,167,744
Change %
-100%
Price
Shares after
0
Date
07 Jul 2023
Ownership
See Footnote
Footnotes
F4

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
-72,562
Change %
-100%
Price
$0.000000*
Shares after
0
Date
07 Jul 2023
Ownership
Direct
Underlying class
Common Shares
Underlying amount
72,562
Exercise price
Footnotes
F5, F6
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Daniel Neukomm 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 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 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.

Footnote F3

In Canadian Dollars. The price represents the deemed price of the Common Shares pursuant to the Earnout Agreement.

Footnote 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.

Footnote F5

Restricted Stock Units ("RSUs") convert into Common Shares on a one-for-one basis.

Footnote F6

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).

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