| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Vireo Growth Inc. [ VREO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/01/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Subordinate Voting Shares | 03/07/2025 | P | 2,000 | A | $0.3507(1) | 2,000 | D | |||
| Subordinate Voting Shares | 03/11/2025 | P | 70,000 | A | $0.3239(2) | 72,000 | D | |||
| Subordinate Voting Shares | 03/12/2025 | P | 78,500 | A | $0.3363(3) | 150,500 | D | |||
| Subordinate Voting Shares | 03/13/2025 | P | 40,000 | A | $0.3673(4) | 190,500 | D | |||
| Subordinate Voting Shares | 12/30/2024 | P | 32,032,000 | A | $0.625 | 110,362,683 | I | See Footnote(5)(6) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Convertible Note (right to buy) | $0.625 | 11/01/2024 | P | $10,000,000 | 11/01/2024 | 11/01/2027 | Subordinate Voting Shares | 16,000,000 | $10,000,000 | $10,000,000 | I | See Footnote(5)(7) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The reported price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.35035 to $0.35110, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnotes (1), (2), (3) and (4) to this Form 4. |
| 2. The reported price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.31400 to $0.33550, inclusive. |
| 3. The reported price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.32060 to $0.35040, inclusive. |
| 4. The reported price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.35400 to $0.37400, inclusive. |
| 5. Chicago Atlantic Group GP, LLC is the general partner of Chicago Atlantic Group, LP ("CAG") which is the managing member of Chicago Atlantic Advisers, LLC which is the investment manager of Chicago Atlantic Credit Opportunities, LLC ("CACO") and Chicago Atlantic Opportunity Portfolio, LP ("CAOP"). Chicago Atlantic GP Holdings, LLC ("CAGPH") is the managing member of Chicago Atlantic Manager, LLC ("CAM") which is the managing member of CACO. CAGPH is also the sole member of Chicago Atlantic Opportunity GP, LLC which is the general partner of CAOP. CAG is also the managing member of Chicago Atlantic Credit Company, LLC ("CACC"). The shares reported as indirectly held by CACO are held directly by CACC and CAOP. The address for all filing persons is set forth in Box 1. The reporting persons disclaim beneficial ownership of all reported securities except to the extent of their pecuniary interest therein, if any. |
| 6. The shares were purchased by a limited liability company managed by a CAG affiliate and whose members include CAG affiliates, as well as unaffiliated investors. The full purchase amount is reported; however, the reporting persons disclaim beneficial ownership of all reported securities except to the extent of their pecuniary interest therein, if any. |
| 7. The convertible notes were purchased by a limited liability company managed by a CAG affiliate and whose members include CAG affiliates, as well as unaffiliated investors. The full principal amount of the convertible note is reported; however, the reporting persons disclaim beneficial ownership of all reported securities except to the extent of their pecuniary interest therein, if any. |
| /s/Peter Sack, Authorized Person for all Filers | 03/13/2025 | |
| ** 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). | ||
| 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. | ||