Amended Statement of Changes in Beneficial Ownership (4/a)
01 June 2023 - 7:32AM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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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SHOGHI ALEXANDER |
2. Issuer Name and Ticker or Trading Symbol
iANTHUS CAPITAL HOLDINGS, INC.
[
ITHUF
]
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5. 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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(Last)
(First)
(Middle)
C/O IANTHUS CAPITAL HOLDINGS, INC., 420 LEXINGTON AVENUE, SUITE 414 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/19/2022 |
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(Street)
NEW YORK, NY 10170 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
9/23/2022 |
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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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Restricted Stock Units | (1) | 9/19/2022 | | A | | 6421570 | | (2) | (2) | Common Stock | 6421570 | $0 | 6421570 | D | |
| Explanation of Responses: |
| (1) | Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock following vesting. |
| (2) | The restricted stock units were granted pursuant to the Issuer's Amended and Restated Omnibus Equity Incentive Plan dated October 15, 2018. 1,960,785 of the restricted stock units vested one (1) day after the date of grant. The remaining 4,460,785 restricted stock units will vest on the first anniversary of the date of grant, subject to the Reporting Person's continued service with the Issuer. The original Form 4, filed on September 23, 2022, is being amended by this Form 4 Amendment solely to correct the inadvertent misdescription therein of the foregoing vesting schedule as well as to insert in Column 3 of Table II the correct grant date for the restricted stock units. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
SHOGHI ALEXANDER
C/O IANTHUS CAPITAL HOLDINGS, INC.
420 LEXINGTON AVENUE, SUITE 414
NEW YORK, NY 10170 | X |
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Signatures
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| Alexander Shoghi | | 5/31/2023 |
| **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 4(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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