4//SEC Filing
Callagy Morgan 4
Accession 0001654954-23-008978
CIK 0001876945other
Filed
Jul 9, 8:00 PM ET
Accepted
Jul 10, 9:41 AM ET
Size
11.5 KB
Accession
0001654954-23-008978
Insider Transaction Report
Form 4
TPCO Holding Corp.GRAMF
Callagy Morgan
Director
Transactions
- Award
Common Shares
2023-07-07$0.22/sh+165,479$36,405→ 262,982 total(indirect: See Footnote) - Disposition to Issuer
Common Shares
2023-07-07−49,350→ 0 total - Disposition to Issuer
Restricted Stock Units
2023-07-07−67,000→ 0 total→ Common Shares (67,000 underlying) - Disposition to Issuer
Common Shares
2023-07-07−262,982→ 0 total(indirect: See Footnote)
Footnotes (6)
- [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".
- [F2]Represents the payment of Common Shares to Seastrike LLC triggered by the Business Combination pursuant to an earn-out agreement dated November 24, 2020 (the "Earnout Agreement").
- [F3]In Canadian Dollars. The price represents the deemed price of the Common Shares pursuant to the Earnout Agreement.
- [F4]Mr. Callagy has sole voting and dispositive power over the securities held directly by Seastrike LLC, and disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
- [F5]Represents the disposition of Common Shares held by Seastrike LLC in connection with the Business Combination.
- [F6]RSUs convert into Common Shares on a one-for-one basis.Represents RSUs that were forfeited in connection with the Business Combination.
Documents
Issuer
TPCO Holding Corp.
CIK 0001876945
Entity typeother
Related Parties
1- filerCIK 0001897358
Filing Metadata
- Form type
- 4
- Filed
- Jul 9, 8:00 PM ET
- Accepted
- Jul 10, 9:41 AM ET
- Size
- 11.5 KB