Statement of Changes in Beneficial Ownership (4)
August 26 2021 - 5:20PM
Edgar (US Regulatory)
FORM 4
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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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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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1. Name and Address of Reporting Person
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Murphy Kevin P |
2. Issuer Name and Ticker or Trading Symbol
Acreage Holdings, Inc.
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ACRG.A.U
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
450 LEXINGTON AVENUE, #3308 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/24/2021 |
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(Street)
NEW YORK, NY 10163
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock - Class E Subordinate Voting Shares | 8/24/2021 | | P | | 10000 | A | $3.0497 (1) | 1176687 | D | |
| Common Stock - Class D Subordinate Voting Shares | | | | | | | | 670982 | D | |
| Common Stock - Class D Subordinate Voting Shares | | | | | | | | 195000 | I | By Murphy Capital, LLC |
| Common Stock - Class E Subordinate Voting Shares | | | | | | | | 455000 | I | By Murphy Capital, LLC |
| Common Stock - Class D Subordinate Voting Shares | | | | | | | | 1162224 | I | By Kevin Murphy 2018 Annuity Trust |
| Common Stock - Class E Subordinate Voting Shares | | | | | | | | 2711856 | I | By Kevin Murphy 2018 Annuity Trust |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
| Stock Option (Right to Buy) | $2.05 | | | | | | | (2) | 12/31/2025 | Common Stock - Class D Subordinate Voting Shares | 19512 | | 19512 | D | |
| Common Units of High Street Capital Partners, LLC | (3) | | | | | | | (3) | (3) | See Footnote (3) | 15957908 | | 15957908 | D | |
| Explanation of Responses: |
| (1) | The price reported in Column 4 is a weighted average price. The prices actually received ranged from $3.038 to $3.05. The reporting person has provided to the issuer, and will provide to any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares purchased at each price within the range for all transactions reported in this Form 4 utilizing a weighted average price. |
| (2) | Options vest ratably over the subsequent four quarters. |
| (3) | These Units are convertible into 0.7 of a Class E subordinate voting share and 0.3 of a Class D subordinate voting share or the cash equivalent thereof at the option of Acreage Holdings, Inc. as set forth in the High Street Capital Partners, LLC Third Amended and Restated Operating Agreement. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Murphy Kevin P
450 LEXINGTON AVENUE, #3308
NEW YORK, NY 10163 | X | X |
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Signatures
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| /s/ Jessica S. Lochmann, Attorney-in-Fact for Kevin P. Murphy | | 8/26/2021 |
| **Signature of Reporting Person | Date |