FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
Check this box to indicate that a 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). See Instruction 10. |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Vireo Growth Inc. [ VREO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/30/2024 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Subordinate Voting Shares | 04/30/2024 | P | 113,267 | A | $0.16 | 78,235,646 | D | |||
Subordinate Voting Shares | 05/20/2024 | P | 84,141 | A | $0.16 | 78,319,787 | D | |||
Subordinate Voting Shares | 32,589,668(1) | I | See Footnote(2) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Warrants (right to buy) | $2.53(3) | 04/30/2024 | P | 164,698 | 03/25/2021 | 03/25/2026 | Subordinate Voting Shares | 164,698 | $0 | 690,696 | D | ||||
Warrants (right to buy) | $2.53(3) | 05/20/2024 | P | 143,938 | 03/25/2021 | 03/25/2026 | Subordinate Voting Shares | 143,938 | $0 | 834,634 | D | ||||
Warrants (right to buy) | $2.53(3) | 03/25/2021 | 03/25/2026 | Subordinate Voting Shares | 670,620 | 670,620 | I | See Footnote(4) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. The indirect holdings reflect a reduction of 15,834,993 Subordinate Voting Shares that had previously been erroneously reported by the reporting persons as acquired through the conversion of convertible notes in a Form 4 filed August 2, 2024; in fact, such shares were not beneficially owned by the reporting persons. |
2. Chicago Atlantic Group GP, LLC is the general partner of Chicago Atlantic Group, LP ("CAG") which is the managing member of Chicago Atlantic Advisers, LLC which is the investment manager of Chicago Atlantic Opportunity Portfolio, LP ("CAOP"). Chicago Atlantic GP Holdings, LLC ("CAGPH") is the managing member of Chicago Atlantic Manager, LLC. CAGPH is also the sole member of Chicago Atlantic Opportunity GP, LLC which is the general partner of CAOP. The shares reported as indirectly held by CAOP are held directly by other CAG affiliates that are not reporting persons, but over whom various reporting persons may be deemed to exercise indirect beneficial ownership. Chicago Atlantic Credit Opportunities, LLC is no longer a reporting person with respect to the issuer's securities. The address for all reporting persons is set forth in Box 1. The reporting persons disclaim beneficial ownership of all reported securities except to the extent of their pecuniary interest therein, if any. |
3. The conversion price is CAD$3.50. The reported conversion price has been translated to U.S. dollars using online information on April 17, 2025. |
4. The warrants reported as indirectly owned are owned directly by a non-filing person over whom CAGGP and CAG may be deemed to exercise indirect beneficial ownership. The reporting persons disclaim beneficial ownership of all reported securities except to the extent of their pecuniary interest therein, if any. |
/s/ Peter Sack, Authorized Person for all Filers | 04/18/2025 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |