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^*

Bartlett Steven

(Last)

(First)

(Middle)

7 CHAPPEL LOFTS

10 BELMONT STREET

(Street)

LONDON

NW18HH

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/10/2023

3. Issuer Name and Ticker or Trading Symbol
Healing Co Inc. [ HLCO ]

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 stock	300,000	I	Flight Story Limited

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)
Seed preferred stock⁽¹⁾	⁽¹⁾	⁽¹⁾	Common stock	175,000	⁽¹⁾	D
Stock option (right to buy)⁽²⁾	⁽²⁾	09/01/2032	Common stock	125,000	$0.001	D
Stock option (right to buy)⁽³⁾	⁽³⁾	01/10/2027	Common stock	700,000	$0.001	I	Flight Story Limited

Explanation of Responses:

1. Shares of Seed Preferred Stock are convertible on a 1:1 basis into shares of common stock at the election of the holder with no additional consideration at any time after issuance or up until the Mandatory Conversion Time.

2. Non statutory stock option granted January 1, 2022 and vesting as to 1/8 per quarter, 78,125 vested as of the date of this Report.

3. Non statutory stock option granted January 10, 2022 and vesting based on specific performance

Remarks:

	/s/ Steven Bartlett	05/10/2023
	** 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.