0001209191-24-000102.txt : 20240102 0001209191-24-000102.hdr.sgml : 20240102 20240102162240 ACCESSION NUMBER: 0001209191-24-000102 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240101 FILED AS OF DATE: 20240102 DATE AS OF CHANGE: 20240102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LEONARD WILLIAM P CENTRAL INDEX KEY: 0001287930 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40199 FILM NUMBER: 24502714 MAIL ADDRESS: STREET 1: 11717 SPLIT TREE CIRCLE CITY: POTOMAC STATE: MD ZIP: 20854 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Greenbrook TMS Inc. CENTRAL INDEX KEY: 0001735948 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] ORGANIZATION NAME: 08 Industrial Applications and Services IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 890 YONGE STREET, 7TH FLOOR CITY: TORONTO STATE: A6 ZIP: M4W 3P4 BUSINESS PHONE: 416-322-9700 MAIL ADDRESS: STREET 1: 890 YONGE STREET, 7TH FLOOR CITY: TORONTO STATE: A6 ZIP: M4W 3P4 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2024-01-01 0 0001735948 Greenbrook TMS Inc. GBNH 0001287930 LEONARD WILLIAM P C/O GREENBROOK 890 YONGE STREET 7TH FLOOR TORONTO A6 M4W3P4 ONTARIO, CANADA 1 1 0 0 President and CEO Common Shares 832500 D Options 10.13 2030-02-03 Common Shares 10000 D Options 0.75 2033-05-15 Common Shares 100000 D Performance Share Units 0.00 2023-12-31 2024-03-15 Common Shares 3865 D Subordinated Convertible Notes 2023-08-28 Common Shares 184502 D These options were granted pursuant to the Company's Amended Employee Stock Option Plan, as described in the Company's 2022 Meeting Information Circular, filed with the Securities and Exchange Commission on May 23, 2023. The options were granted on February 3, 2020 and vested over a three year period, with one-third vesting on each of the 3 anniversaries of the date of the grant. As of the date hereof, all options are vested and exercisable. Converted to USD based on the average daily exchange rate of the Bank of Canada reported on December 29, 2023. Each option may be exercised for a price of $13.40 Canadian dollars. These options were granted pursuant to the Company's Omnibus Equity Incentive Plan (the "Equity Incentive Plan"), as described in the Company's 2022 Meeting Information Circular, filed with the Securities and Exchange Commission on May 23, 2023, on May 15, 2023. Half of the options granted immediately vested while the remaining half vest over a two-year period, with one-quarter of the total amount vesting on each of the 2 anniversaries of the date of the grant. As of the date hereof, 50,000 options are vested and exercisable. These performance share units were granted pursuant to the Equity Incentive Plan, by the Company on August 5, 2021. The performance share units vested on December 31, 2023 after the attainment of certain performance vesting conditions relating to strategic initiatives. The performance share units are to be settled in cash on or before March 15, 2024. The total cash award will be equivalent to the closing price of the Common Shares covered by the performance share unit on the date of settlement. On August 28, 2023, Mr. Leonard acquired from the Company, upon exchange on a private placement basis of previously-held Company-issued notes, an aggregate principal amount of $40,000 of the Company's subordinated convertible promissory notes (the "Subordinated Convertible Notes"). The latest date that the Subordinated Convertible Notes can mature is March 31, 2028. The number of shares issuable upon conversion of the Subordinated Convertible Note is calculated by multiplying the Reference Conversion Price (as defined in footnote 9) by the aggregate principal amount of Mr. Leonard's Subordinated Convertible Notes. The Subordinated Convertible Notes are convertible at a price equal to the lesser of (a) 85% of the closing price per Common Shares on Nasdaq or any other market as of the closing date for such Subordinated Convertible Notes (the "Reference Conversion Price") with the Reference Conversion Price in effect as of January 2, 2024 being $0.2168 and (b)(i) 85% of the 30-day volume weighted average trading price of the Common Shares prior to conversion, or (ii) if the Common Shares are not listed on any of Nasdaq or another trading market at the time of conversion, a per share price based equal to 85% of the fair market value per Common Share as of such date; provided, that, in any event, the Subordinated Convertible Note conversion price shall not be lower than $0.078. The Subordinated Convertible Notes conversion price is also subject to customary anti-dilution adjustments. /s/William Leonard 2024-01-02