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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Willett Peter Casimir

(Last)

(First)

(Middle)

C/O GREENBROOK TMS. 890 YONGE STREET

7TH FLOOR

(Street)

TORONTO

M4W3P4

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2024

3. Issuer Name and Ticker or Trading Symbol
Greenbrook TMS Inc. [ GBNH ]

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

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

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)
Options	⁽¹⁾	03/31/2027	Common Shares	3,000	$5	D
Options	⁽²⁾	03/31/2028	Common Shares	2,000	$7.5	D
Options	⁽³⁾	10/03/2028	Common Shares	3,000	$10	D
Options	⁽⁴⁾	03/27/2029	Common Shares	5,000	$12.44⁽⁵⁾	D
Options	⁽⁶⁾	02/03/2030	Common Shares	4,000	$10.13⁽⁷⁾	D
Options	⁽⁸⁾	02/17/2031	Common Shares	10,000	$15.45⁽⁹⁾	D
Options	⁽¹⁰⁾	05/15/2033	Common Shares	75,000	$0.75	D

Explanation of Responses:

1. These options were granted pursuant to the Company's Amended Employee Stock Option Plan (the "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 March 31, 2017 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.

2. These options were granted pursuant to the Stock Option Plan on March 31, 2018 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.

3. These options were granted pursuant to the Stock Option Plan on October 3, 2018, with the first-third vesting on March 31, 2019 and the remaining two thirds vesting in equal parts on each of the 2 anniversaries of the initial vesting. As of the date hereof, all options are vested and exercisable.

4. These options were granted pursuant to the Stock Option Plan on March 27, 2019 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.

5. 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 $16.45 Canadian dollars.

6. These options were granted pursuant to the Stock Option Plan 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.

7. 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.

8. These options were granted pursuant to the Stock Option Plan on February 17, 2021 and will vest 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, 6,667 options are vested and exercisable.

9. 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 $20.43 Canadian dollars.

10. These options were granted pursuant to the Company's Omnibus 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, 37,500 options are vested and exercisable.

Remarks:

	/s/William Leonard, Attorney-in-Fact	01/02/2024
	** 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.