SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Whelan, Jr. Robert M.

(Last)

(First)

(Middle)

C/O IANTHUS CAPITAL HOLDINGS, INC.

420 LEXINGTON AVENUE, SUITE 414

(Street)

NEW YORK

10170

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/05/2021

3. Issuer Name and Ticker or Trading Symbol
iANTHUS CAPITAL HOLDINGS, INC. [ ITHUF ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares	50,000	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Options (right to buy)	⁽¹⁾	12/05/2029	Common Shares	116,860	$1.63⁽²⁾	D

Explanation of Responses:

1. On December 5, 2019, the Issuer granted the Reporting Person options to purchase up to 116,860 common shares. The options vest as follows: 19,477 options vested on June 30, 2020 and the balance of the options vest in 10 equal quarterly installments with the first installment vesting on September 30, 2020.

2. The exercise price is denominated and reported in Canadian Dollars.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Julius Kalcevich as Attorney-In-Fact for Robert M. Whelan Jr.	02/05/2021
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.