Gotham Green Partners LLC 4

Accession 0001829126-22-013915

CIK 0001643154other

View on SEC.gov Company Profile

Filed

Jun 27, 8:00 PM ET

Accepted

Jun 28, 6:59 PM ET

Size

48.0 KB

Accession

0001829126-22-013915

Insider Transaction Report

Form 4

Period: 2022-06-24

iANTHUS CAPITAL HOLDINGS, INC.ITHUF

Gotham Green Partners LLC

10% Owner

Transactions

Other
Tranche B Warrant
2022-06-24−507,551→ 0 total(indirect: By Gotham Green Fund 1, L.P.)
Exercise: $1.97Exp: 2022-09-30→ Common Shares (507,551 underlying)
Other
Common Shares
2022-06-24+125,585,311→ 125,855,957 total(indirect: Gotham Green Fund 1, L.P.)
Other
Common Shares
2022-06-24+57,324,290→ 57,324,290 total(indirect: Gotham Green Fund II, L.P.)
Other
Convertible Debenture
2022-06-24→ 0 total(indirect: By Gotham Green Fund 1, L.P.)
Exercise: $3.08Exp: 2021-05-14→ Common Shares (778,717 underlying)
Other
Common Shares
2022-06-24+333,453,540→ 333,453,540 total(indirect: Gotham Green Fund II (Q), L.P.)
Other
Common Shares
2022-06-24+502,419,744→ 503,502,503 total(indirect: Gotham Green Fund 1 (Q), L.P.)
Other
Common Shares
2022-06-24+934,167,928→ 936,930,574 total(indirect: Gotham Green Credit Partners SPV 1, L.P.)
Other
Note
2022-06-24→ 0 total(indirect: By Gotham Green Fund 1 (Q), L.P.)
Exercise: $1.89Exp: 2021-05-14→ Common Shares (4,232,937 underlying)
Other
Tranche B Warrant
2022-06-24−372,157→ 0 total(indirect: By Gotham Green Fund II, L.P.)
Exercise: $1.97Exp: 2022-09-30→ Common Shares (372,157 underlying)
Other
Tranche B Warrant
2022-06-24−2,165,914→ 0 total(indirect: By Gotham Green Fund II (Q), L.P.)
Exercise: $1.97Exp: 2022-09-30→ Common Shares (2,165,914 underlying)
Other
Common Shares
2022-06-24+615,096,377→ 615,096,377 total(indirect: Gotham Green Partners SPV V, L.P.)
Other
Convertible Debenture
2022-06-24→ 0 total(indirect: By Gotham Green Fund 1 (Q), L.P.)
Exercise: $3.08Exp: 2021-05-14→ Common Shares (3,115,360 underlying)
Other
Convertible Debenture
2022-06-24→ 0 total(indirect: By Gotham Green Partners SPV V, L.P.)
Exercise: $1.61Exp: 2021-05-14→ Common Shares (10,649,528 underlying)
Other
Convertible Debenture
2022-06-24→ 0 total(indirect: Gotham Green Credit Partners SPV 1, L.P.)
Exercise: $3.08Exp: 2021-05-14→ Common Shares (9,533,773 underlying)
Other
Note
2022-06-24→ 0 total(indirect: By Gotham Green Fund 1, L.P.)
Exercise: $1.89Exp: 2021-05-14→ Common Shares (1,058,069 underlying)
Other
Note
2022-06-24→ 0 total(indirect: By Gotham Green Fund II, L.P.)
Exercise: $1.89Exp: 2021-05-14→ Common Shares (775,820 underlying)
Other
Note
2022-06-24→ 0 total(indirect: By Gotham Green Fund II (Q), L.P.)
Exercise: $1.89Exp: 2021-05-14→ Common Shares (4,515,185 underlying)
Other
Tranche B Warrant
2022-06-24−2,030,520→ 0 total(indirect: By Gotham Green Fund 1 (Q), L.P.)
Exercise: $1.97Exp: 2022-09-30→ Common Shares (2,030,520 underlying)
Other
Warrant
2022-06-24−5,120,097→ 0 total(indirect: By Gotham Green Partners SPV V, L.P.)
Exercise: $1.67Exp: 2022-12-22→ Common Shares (5,120,097 underlying)

Footnotes (5)

[F1]On June 24, 2022, iAnthus Capital Holdings, Inc. issued Common Shares to the funds affiliated with Gotham Green Partners, LLC, as listed in this Form 4, in connection with the recapitalization transaction set forth in the Restructuring Support Agreement dated July 10, 2020, and amended on June 15, 2021, and the Plan of Arrangement, which was approved by the Supreme Court of British Columbia on October 5, 2020.
[F2]In exchange for the Common Shares, the outstanding principal amount (and accrued interest and fees) of pre-existing and matured 13% senior secured convertible debentures and 8% unsecured convertible debentures were each forgiven in part and were replaced with new non-convertible 8% unsecured debentures and non-convertible 8% secured debentures (which also includes amounts outstanding under certain interim financing secured (non-convertible) notes that were also extinguished). Plus, all existing warrants to purchase common shares, were cancelled and extinguished.
[F3]Gotham Green Partners, LLC is the SEC registered investment adviser to the Gotham funds. Gotham Green GP 1, LLC is the general partner of Gotham Green Fund 1, L.P. and Gotham Green Fund 1 (Q) L.P. Gotham Green GP II, LLC is the general partner of Gotham Green Fund II, L.P. and Gotham Green Fund II (Q), L.P. Gotham Green Credit Partners GP 1, LLC is the general partner of Gotham Green Credit Partners SPV 1, L.P. Gotham Green Partners SPV V GP, LLC is the general partner of Gotham Green Partners SPV V, L.P. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Sections 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of any pecuniary interest therein.
[F4]Currently Exercisable.
[F5]Represents the original maturity date of the Convertible Debentures or Note, as applicable.

Documents

1 file

4
ownership.xmlPrimary
FORM 4

Issuer

iANTHUS CAPITAL HOLDINGS, INC.

CIK 0001643154

→

Entity typeother

IncorporatedDE

Related Parties

filerCIK 0001796617

Filing Metadata

Form type: 4
Filed: Jun 27, 8:00 PM ET
Accepted: Jun 28, 6:59 PM ET
Size: 48.0 KB

View on SEC.gov