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^*

Cacioppo James

(Last)

(First)

(Middle)

C/O JUSHI HOLDINGS INC.

301 YAMATO ROAD, SUITE 3250

(Street)

BOCA RATON

33431

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/12/2022

3. Issuer Name and Ticker or Trading Symbol
Jushi Holdings Inc. [ JUSH/JUSHF ]

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

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

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)
Subordinate Voting Shares	4,619,627	D
Subordinate Voting Shares	2,500,000	I	OEP Opportunities, L.P.
Subordinate Voting Shares	1,400,000	I	One East Capital Advisors, L.P.
Subordinate Voting Shares	2,603,350	I	One East Partners L.P.
Subordinate Voting Shares	795,488	I	ST2 LLC

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)
Stock Option (right to buy)	⁽¹⁾	10/27/2031	Subordinate Voting Shares	2,920,000	$3.91	D
Stock Option (right to buy)	⁽¹⁾	10/27/2031	Subordinate Voting Shares	80,000	$3.91	D
Stock Option (right to buy)	04/17/2022	04/17/2029	Subordinate Voting Shares	2,385,000	$2	D
Stock Option (right to buy)	⁽²⁾	07/28/2032	Subordinate Voting Shares	3,000,000	$1.93	D
Warrant (right to buy)	06/10/2019	06/10/2029	Subordinate Voting Shares	2,500,000	$1	I	OEP Opportunities, L.P.
Warrant (right to buy)	06/10/2019	06/10/2029	Subordinate Voting Shares	2,500,000	$1	I	One East Partners L.P.
Warrant (right to buy)	06/10/2019	06/10/2029	Subordinate Voting Shares	5,000,000	$1	D
Warrant (right to buy)	06/10/2019	06/10/2029	Subordinate Voting Shares	1,375,000	$0.5	I	One East Capital Advisors LP
Warrant (right to buy)	06/10/2019	06/10/2029	Subordinate Voting Shares	1,400,000	$1	I	One East Capital Advisors LP
Warrant (right to buy)	07/11/2020	12/23/2024	Subordinate Voting Shares	1,500,000	$1.25	I	OEP Opportunities, L.P.
Warrant (right to buy)	09/27/2018	09/27/2023	Subordinate Voting Shares	175,000	$1.5	I	One East Partners L.P.
Warrant (right to buy)	07/11/2020	12/23/2024	Subordinate Voting Shares	1,500,000	$1.25	I	One East Partners L.P.
Warrant (right to buy)	06/10/2019	06/10/2029	Subordinate Voting Shares	150,000	$1.35	I	One East Management Services, LLC
Warrant (right to buy)	06/10/2019	06/10/2029	Subordinate Voting Shares	10,000	$2	I	One East Management Services, LLC
Warrant (right to buy)	07/11/2020	12/23/2024	Subordinate Voting Shares	3,000,000	$1.25	I	Serpentine Capital Management II LLC
Warrant (right to buy)	07/11/2020	12/23/2024	Subordinate Voting Shares	900,000	$1.25	I	JAC Serpentine, LLC

Explanation of Responses:

1. One-third of the Option will vest on each of the first, second and third anniversaries of the Vesting Commencement Date (5/1/2021), subject to continuous service.

2. 33.33% of the total number of Shares subject to the Option shall be vested as of the Date of Grant (7/28/2022) and 33.33% of the total number of Shares subject to the Option will vest on each January 1 thereafter, subject to continuous service.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Louis Jon Barack, attorney-in-fact	08/12/2022
	** 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.