4//SEC Filing
Auerbach Michael 4
Accession 0001654954-23-008980
CIK 0001876945other
Filed
Jul 9, 8:00 PM ET
Accepted
Jul 10, 9:41 AM ET
Size
13.5 KB
Accession
0001654954-23-008980
Insider Transaction Report
Form 4
TPCO Holding Corp.GRAMF
Auerbach Michael
Director
Transactions
- Disposition to Issuer
Common Shares
2023-07-07−7,286,699→ 0 total(indirect: See Footnote) - Award
Common Shares
2023-07-07$0.22/sh+632,365$139,120→ 7,286,699 total(indirect: See Footnote) - Disposition to Issuer
Restricted Stock Units
2023-07-07−73,675→ 0 total→ Common Shares (73,675 underlying) - Award
Common Shares
2023-07-07$0.22/sh+8,949$1,969→ 68,704 total - Disposition to Issuer
Common Shares
2023-07-07−68,704→ 0 total
Footnotes (6)
- [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").
- [F2]In Canadian Dollars. The price represents the deemed price of the Common Shares pursuant to the Earnout Agreement.
- [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".
- [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.
- [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.
- [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 0001746080
Filing Metadata
- Form type
- 4
- Filed
- Jul 9, 8:00 PM ET
- Accepted
- Jul 10, 9:41 AM ET
- Size
- 13.5 KB