Grown Rogue International Form 3 / Sanjay Tolia ownership change

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^*

Tolia Sanjay

(Last)

(First)

(Middle)

C/O BENGAL IMPACT PARTNERS,

LLC, 6608 E. 2ND ST.

(Street)

SCOTTSDALE

85251

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/08/2022

3. Issuer Name and Ticker or Trading Symbol
Grown Rogue International Inc. [ GRUSF ]

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

Director	X	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	24,365,000	I	See Footnote⁽¹⁾

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)

Explanation of Responses:

1. On April 8, 2022 Bengal Catalyst Fund LP (the "Fund") made open market purchases of 200,000 shares of common stock of the issuer ("Shares"), resulting in the fund owning 17,120,000 shares or approximately 10.03% of the outstanding Shares. Subsequently, between April 11 and October 13, 2022, the Fund made open market purchases of 7,245,000 Shares. Bengal Impact Partners, LLC ("Manager") manages the Fund, and may be deemed to beneficially own the 24,365,000 Shares held by the Fund. Sanjay Tolia shares investment control and voting power over the Manager with Joshua Rosen, and as such, may be deemed to beneficially own the 24,365,000 Shares held by the Fund. Each of the Manager and Mr. Tolia disclaims beneficial ownership of the Shares held by the Fund reported herein, except to the extent of its or his respective pecuniary interest therein.

	/s/ Sanjay Tolia	04/07/2023
	** 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.
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Grown Rogue International (GRUSF) Form 3Grown Rogue International / Sanjay Tolia ownership change