Initial Statement of Beneficial Ownership (3)
11 May 2023 - 7:34AM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
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3235-0104
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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
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Bartlett Steven |
2. Date of Event Requiring Statement (MM/DD/YYYY)
5/10/2023
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3. Issuer Name and Ticker or Trading Symbol
Healing Co Inc. [HLCO]
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(Last)
(First)
(Middle)
7 CHAPPEL LOFTS, 10 BELMONT STREET |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Street)
LONDON, X0 NW18HH
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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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 | 300000 | I | Flight Story Limited |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4) | 2. Date Exercisable and Expiration Date
(MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) | 6. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Seed preferred stock (1) | (1) | (1) | Common stock | 175000 | (1) | D | |
| Stock option (right to buy) (2) | (2) | 9/1/2032 | Common stock | 125000 | $0.001 | D | |
| Stock option (right to buy) (3) | (3) | 1/10/2027 | Common stock | 700000 | $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 |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Bartlett Steven
7 CHAPPEL LOFTS
10 BELMONT STREET
LONDON, X0 NW18HH | X |
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Signatures
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| /s/ Steven Bartlett | | 5/10/2023 |
| **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 control number. |
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