0001019056-22-000692.txt : 20221228 0001019056-22-000692.hdr.sgml : 20221228 20221228160245 ACCESSION NUMBER: 0001019056-22-000692 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20221223 FILED AS OF DATE: 20221228 DATE AS OF CHANGE: 20221228 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JW Partners, LP CENTRAL INDEX KEY: 0001082644 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-56363 FILM NUMBER: 221494441 BUSINESS ADDRESS: STREET 1: 14 NORTH LAKE ROAD CITY: ARMONK STATE: NY ZIP: 10504 BUSINESS PHONE: (212) 446-5362 MAIL ADDRESS: STREET 1: 14 NORTH LAKE ROAD CITY: ARMONK STATE: NY ZIP: 10504 FORMER NAME: FORMER CONFORMED NAME: J.W. Partners, LP DATE OF NAME CHANGE: 20101112 FORMER NAME: FORMER CONFORMED NAME: J W FOCUSED GROWTH FUND L P DATE OF NAME CHANGE: 19990325 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JW Asset Management, LLC CENTRAL INDEX KEY: 0001549738 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-56363 FILM NUMBER: 221494442 BUSINESS ADDRESS: STREET 1: 14 NORTH LAKE RD CITY: ARMONK STATE: NY ZIP: 10504 BUSINESS PHONE: 212-446-5362 MAIL ADDRESS: STREET 1: 14 NORTH LAKE RD CITY: ARMONK STATE: NY ZIP: 10504 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Wild Jason G. CENTRAL INDEX KEY: 0001778752 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-56363 FILM NUMBER: 221494438 MAIL ADDRESS: STREET 1: JW ASSET MANAGEMENT, LLC STREET 2: 489 FIFTH AVENUE, 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: J.W. Opportunities Master Fund, Ltd. CENTRAL INDEX KEY: 0001778482 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-56363 FILM NUMBER: 221494440 BUSINESS ADDRESS: STREET 1: 489 FIFTH AVENUE, 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212) 446-5361 MAIL ADDRESS: STREET 1: 489 FIFTH AVENUE, 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JW GP, LLC CENTRAL INDEX KEY: 0001778512 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-56363 FILM NUMBER: 221494439 BUSINESS ADDRESS: STREET 1: 489 FIFTH AVENUE, 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212) 466-5361 MAIL ADDRESS: STREET 1: 489 FIFTH AVENUE, 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TerrAscend Corp. CENTRAL INDEX KEY: 0001778129 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE PRODUCTION - CROPS [0100] IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3610 MAVIS ROAD CITY: MISSISSAUGA STATE: A6 ZIP: L5B 4A7 BUSINESS PHONE: 855 837-7295 MAIL ADDRESS: STREET 1: 3610 MAVIS ROAD CITY: MISSISSAUGA STATE: A6 ZIP: L5B 4A7 4 1 ownership.xml X0306 4 2022-12-23 0 0001778129 TerrAscend Corp. TRSSF 0001549738 JW Asset Management, LLC 14 NORTH LAKE ROAD ARMONK NY 10504 1 1 1 0 Executive Chairman 0001082644 JW Partners, LP 14 NORTH LAKE ROAD ARMONK NY 10504 0 0 1 0 0001778482 J.W. Opportunities Master Fund, Ltd. 27 HOSPITAL ROAD GEORGE TOWN GRAND CAYMAN E9 KY1-9008 CAYMAN ISLANDS 0 0 1 0 0001778512 JW GP, LLC 14 NORTH LAKE ROAD ARMONK NY 10504 0 0 1 0 0001778752 Wild Jason G. 14 NORTH LAKE ROAD ARMONK NY 10504 0 0 1 0 Common Shares 2022-12-23 4 S 0 2149847 D 88450657 I See footnotes Warrants 5.25 2022-08-23 5 J 0 E 8591 D 2022-08-23 2022-08-23 Common Shares 8591000 28329517 I See footnotes This Form 4 is being filed by JW Asset Management, LLC (the "Advisor") on behalf of itself and JW Partners, LP ("JWP"), JW Opportunities Master Fund, Ltd ("JWO"), JW GP, LLC (the "General Partner"), and Jason G. Wild ("Wild" and, together with the Advisor, JWP, JWO, and the General Partner, the "Reporting Persons"). The Advisor serves as the investment advisor of JWP and JWO. The General Partner serves as general partner to JWP and the manager of JWO. Wild is the managing member of the Advisor and the General Partner. The amount of 2,149,847 in item 4 of Table I reflect the 2,149,847 Common Shares indirectly disposed of by the Advisor, the General Partner and Wild through two advised investment vehicles distributing such Common Shares to their investors to facilitate planned redemption of the distributees' respective interests in the two advised investment vehicles, requiring the filing of this statement. The distributions effectively lowered the holdings of certain Reporting Persons in the Issuer's Common Shares and were offered to all investors in both advised investment vehicles. The Reporting Persons holding investments in the advised investment vehicles elected to maintain their full investment in both vehicles, and as such did not receive a distribution as part of this transaction. (Footnote 2 continued). In accordance with Instruction 4(b)(iv) of Form 4, the entire amount of the Issuer's securities held by the Reporting Persons is reported herein. Each of the Advisor, Wild and the General Partner, disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of its or his indirect pecuniary interest therein, and this report shall not be deemed an admission that either the Advisor, Wild or the General Partner are the beneficial owner of such securities for purposes of Section 16 or for any other purposes. The amount of 88,450,657 in item 5 of Table I includes 2,185,997 direct non-derivative securities beneficially owned by Wild, including the RSUs previously reported. On August 23, 2022, an aggregate of 8,591 warrants held by the Reporting Persons, with exercise prices substantially in excess of the market value of the Common Shares, expired and were forfeited, because the Reporting Persons did not exercise their purchase rights under those warrants. The exercise price of the warrants was CAD 7.21, i.e., approximately US$5.25. /s/ Jason Klarreich, Attorney-in-Fact, JW Asset Management, LLC 2022-12-28 EX-24 2 ex_24.htm

Exhibit 24

Information Regarding Joint Filers

Designated Filer of Form 4: JW Asset Management, LLC

Date of Earliest Transaction Required to be Reported: December 23, 2022

Issuer Name and Ticker Symbol: TerrAscend Corp. (TRSSF)


Names:	JW Asset Management, LLC, JW Partners, LP, JW Opportunities Master Fund, Ltd, JW GP, LLC and Jason G. Wild.


Address:	JW Asset Management, LLC
	14 North Lake Road
	Armonk, NY 10504

Signatures:

The undersigned, JW Partners, LP, JW Opportunities Master Fund, Ltd, JW GP, LLC and Jason G. Wild, are jointly filing the attached Statement of Ownership of Securities on Form 4 with JW Asset Management, LLC with respect to the beneficial ownership of securities of TerrAscend Corp.

JW ASSET MANAGEMENT, LLC

By: Jason G. Wild, its Managing Member

/s/ Jason Klarreich