SEC FORM 4

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^*

Gotham Green Partners LLC

(Last)

(First)

(Middle)

1437 4TH STREET

(Street)

SANTA MONICA

90401

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/24/2022

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	06/24/2022		J⁽¹⁾⁽²⁾		125,585,311	A	⁽¹⁾⁽²⁾	125,855,957	I	Gotham Green Fund 1, L.P.⁽³⁾
Common Shares	06/24/2022		J⁽¹⁾⁽²⁾		502,419,744	A	⁽¹⁾⁽²⁾	503,502,503	I	Gotham Green Fund 1 (Q), L.P.⁽³⁾
Common Shares	06/24/2022		J⁽¹⁾⁽²⁾		57,324,290	A	⁽¹⁾⁽²⁾	57,324,290	I	Gotham Green Fund II, L.P.⁽³⁾
Common Shares	06/24/2022		J⁽¹⁾⁽²⁾		333,453,540	A	⁽¹⁾⁽²⁾	333,453,540	I	Gotham Green Fund II (Q), L.P.⁽³⁾
Common Shares	06/24/2022		J⁽¹⁾⁽²⁾		934,167,928	A	⁽¹⁾⁽²⁾	936,930,574	I	Gotham Green Credit Partners SPV 1, L.P.⁽³⁾
Common Shares	06/24/2022		J⁽¹⁾⁽²⁾		615,096,377	A	⁽¹⁾⁽²⁾	615,096,377	I	Gotham Green Partners SPV V, L.P.⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Convertible Debenture	$3.08	06/24/2022		J⁽¹⁾⁽²⁾			$2,398,448.15	⁽⁴⁾	05/14/2021⁽⁵⁾	Common Shares	778,717	⁽¹⁾⁽²⁾	0	I	By Gotham Green Fund 1, L.P.⁽³⁾
Convertible Debenture	$3.08	06/24/2022		J⁽¹⁾⁽²⁾			$9,595,307.4	⁽⁴⁾	05/14/2021⁽⁵⁾	Common Shares	3,115,360	⁽¹⁾⁽²⁾	0	I	By Gotham Green Fund 1 (Q), L.P.⁽³⁾
Convertible Debenture	$3.08	06/24/2022		J⁽¹⁾⁽²⁾			$29,364,022.22	⁽⁴⁾	05/14/2021⁽⁵⁾	Common Shares	9,533,773	⁽¹⁾⁽²⁾	0	I	Gotham Green Credit Partners SPV 1, L.P.⁽³⁾
Convertible Debenture	$1.6104	06/24/2022		J⁽¹⁾⁽²⁾			$17,500,000	⁽⁴⁾	05/14/2021⁽⁵⁾	Common Shares	10,649,528	⁽¹⁾⁽²⁾	0	I	By Gotham Green Partners SPV V, L.P.⁽³⁾
Note	$1.89	06/24/2022		J⁽¹⁾⁽²⁾			$1,999,750	⁽⁴⁾	05/14/2021⁽⁵⁾	Common Shares	1,058,069	⁽¹⁾⁽²⁾	0	I	By Gotham Green Fund 1, L.P.⁽³⁾
Note	$1.89	06/24/2022		J⁽¹⁾⁽²⁾			$8,000,250	⁽⁴⁾	05/14/2021⁽⁵⁾	Common Shares	4,232,937	⁽¹⁾⁽²⁾	0	I	By Gotham Green Fund 1 (Q), L.P.⁽³⁾
Note	$1.89	06/24/2022		J⁽¹⁾⁽²⁾			$1,466,300	⁽⁴⁾	05/14/2021⁽⁵⁾	Common Shares	775,820	⁽¹⁾⁽²⁾	0	I	By Gotham Green Fund II, L.P.⁽³⁾
Note	$1.89	06/24/2022		J⁽¹⁾⁽²⁾			$8,533,700	⁽⁴⁾	05/14/2021⁽⁵⁾	Common Shares	4,515,185	⁽¹⁾⁽²⁾	0	I	By Gotham Green Fund II (Q), L.P.⁽³⁾
Tranche B Warrant	$1.97	06/24/2022		J⁽¹⁾⁽²⁾			507,551	⁽⁴⁾	09/30/2022	Common Shares	507,551	⁽¹⁾⁽²⁾	0	I	By Gotham Green Fund 1, L.P.⁽³⁾
Tranche B Warrant	$1.97	06/24/2022		J⁽¹⁾⁽²⁾			2,030,520	⁽⁴⁾	09/30/2022	Common Shares	2,030,520	⁽¹⁾⁽²⁾	0	I	By Gotham Green Fund 1 (Q), L.P.⁽³⁾
Tranche B Warrant	$1.97	06/24/2022		J⁽¹⁾⁽²⁾			372,157	⁽⁴⁾	09/30/2022	Common Shares	372,157	⁽¹⁾⁽²⁾	0	I	By Gotham Green Fund II, L.P.⁽³⁾
Tranche B Warrant	$1.97	06/24/2022		J⁽¹⁾⁽²⁾			2,165,914	⁽⁴⁾	09/30/2022	Common Shares	2,165,914	⁽¹⁾⁽²⁾	0	I	By Gotham Green Fund II (Q), L.P.⁽³⁾
Warrant	$1.6748	06/24/2022		J⁽¹⁾⁽²⁾			5,120,097	⁽⁴⁾	12/22/2022	Common Shares	5,120,097	⁽¹⁾⁽²⁾	0	I	By Gotham Green Partners SPV V, L.P.⁽³⁾

Explanation of Responses:

1. On June 24, 2022, iAnthus Capital Holdings, Inc. issued Common Shares to the funds affiliated with Gotham Green Partners, LLC, as listed in this Form 4, in connection with the recapitalization transaction set forth in the Restructuring Support Agreement dated July 10, 2020, and amended on June 15, 2021, and the Plan of Arrangement, which was approved by the Supreme Court of British Columbia on October 5, 2020.

2. In exchange for the Common Shares, the outstanding principal amount (and accrued interest and fees) of pre-existing and matured 13% senior secured convertible debentures and 8% unsecured convertible debentures were each forgiven in part and were replaced with new non-convertible 8% unsecured debentures and non-convertible 8% secured debentures (which also includes amounts outstanding under certain interim financing secured (non-convertible) notes that were also extinguished). Plus, all existing warrants to purchase common shares, were cancelled and extinguished.

3. Gotham Green Partners, LLC is the SEC registered investment adviser to the Gotham funds. Gotham Green GP 1, LLC is the general partner of Gotham Green Fund 1, L.P. and Gotham Green Fund 1 (Q) L.P. Gotham Green GP II, LLC is the general partner of Gotham Green Fund II, L.P. and Gotham Green Fund II (Q), L.P. Gotham Green Credit Partners GP 1, LLC is the general partner of Gotham Green Credit Partners SPV 1, L.P. Gotham Green Partners SPV V GP, LLC is the general partner of Gotham Green Partners SPV V, L.P. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Sections 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of any pecuniary interest therein.

4. Currently Exercisable.

5. Represents the original maturity date of the Convertible Debentures or Note, as applicable.

	/s/ Jason Adler	06/28/2022
	** Signature of Reporting Person	Date
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