SEC Form 4
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).
1. Name and Address of Reporting Person*
ALEXANDRIA REAL ESTATE EQUITIES, INC.

(Last) (First) (Middle)
26 NORTH EUCLID AVENUE

(Street)
PASADENA CA 91101

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
GreenLight Biosciences Holdings, PBC [ GRNA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
07/24/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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
Common Stock 07/24/2023 J(1) 1,609,909 D $0.00(1) 0 I By Alexandria Venture Investments, LLC(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
1. Name and Address of Reporting Person*
ALEXANDRIA REAL ESTATE EQUITIES, INC.

(Last) (First) (Middle)
26 NORTH EUCLID AVENUE

(Street)
PASADENA CA 91101

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
1. Name and Address of Reporting Person*
Alexandria Venture Investments, LLC

(Last) (First) (Middle)
26 NORTH EUCLID AVENUE

(Street)
PASADENA CA 91101

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
Explanation of Responses:
1. On July 24, 2023, SW MergerCo, Inc. ("Merger Sub") and SW ParentCo, Inc. ("Parent") completed the merger (the "Merger") with and into the Issuer, pursuant to the terms of the Agreement and Plan of Merger, dated as of May 29, 2023, by and among Parent, Merger Sub and the Issuer. In connection with the completion of the Merger, Alexandria Venture Investments, LLC ("AVI") contributed all of the shares of Common Stock held by AVI (the "Rollover Shares") to Parent in exchange for equity interests of Parent. At the effective time of the Merger, each of the Rollover Shares were canceled and ceased to exist and no consideration was paid in respect of such Rollover Shares.
2. These shares are held directly by Alexandria Venture Investments, LLC, a wholly owned subsidiary of Alexandria Real Estate Equities, Inc.
Remarks:
The Reporting Persons are filing this Form 4 as a potential member of a former 10% stockholder "group" resulting from Alexandria Venture Investments, LLC's entry into a Contribution and Exchange Agreement on May 29, 2023 in connection with the Merger. To the extent that a 10% stockholder "group" was formed thereby, such group ceased to exist upon the closing of the Merger. By filing this report, the Reporting Persons do not affirm that they were members of a group and expressly disclaim beneficial ownership of any shares of Common Stock held by any other member of the purported group.
Alexandria Real Estate Equities, Inc., By /s/ Dean A. Shigenaga, President and Chief Financial Officer 07/26/2023
Alexandria Venture Investments, LLC, By: Alexandria Real Estate Equities, Inc., its Managing Member, By /s/ Dean A. Shigenaga, President and Chief Financial Officer 07/26/2023
** 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).
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