Grown Rogue International Form 3 / Aaron Edelheit 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^*

Mindset Value Fund LP

(Last)

(First)

(Middle)

30 WEST MISSION STREET, SUITE 8

(Street)

SANTA BARBARA

93101

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/25/2024

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)

	Form filed by One Reporting Person
X	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	26,258,303	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾

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)

1. Name and Address of Reporting Person^*

Mindset Value Fund LP

(Last)

(First)

(Middle)

30 WEST MISSION STREET, SUITE 8

(Street)

SANTA BARBARA

93101

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Mindset Value Wellness Fund LP

(Last)

(First)

(Middle)

30 WEST MISSION STREET, SUITE 8

(Street)

SANTA BARBARA

93101

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

W&GP Fund 1 LLC

(Last)

(First)

(Middle)

30 WEST MISSION STREET, SUITE 8

(Street)

SANTA BARBARA

93101

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Mindset Capital LLC

(Last)

(First)

(Middle)

30 WEST MISSION STREET, SUITE 8

(Street)

SANTA BARBARA

93101

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Edelheit Aaron

(Last)

(First)

(Middle)

30 WEST MISSION STREET, SUITE 8

(Street)

SANTA BARBARA

93101

(City)

(State)

(Zip)

Explanation of Responses:

1. Mr. Edelheit is the Managing Member of Mindset Capital LLC, which serves as the investment manager (the "Manager") to Mindset Value Fund LP, Mindset Value Wellness Fund LP, and W&GP Fund 1 LLC (collectively, the "Funds").

2. On March 25, 2024, Mindset Value Fund LP acquired 4,873,625 shares and Mindset Value Wellness Fund LP acquired 2,561,994 shares, resulting in Mindset Value Fund LP owning 11,862,625 shares and Mindset Value Wellness Fund LP owning 12,466,547 shares or approximately 13.36% of the outstanding shares. Subsequently between March 26, 2024, and March 27, 2024, Mindset Value Fund LP acquired an additional 1,000,000 shares and W&GP Fund 1 LLC acquired 929,131 shares.

3. The Manager, and Mr. Edelheit as the Managing Member of the Manager, posses the power to vote and dispose of or direct the disposition of all the 26,258,303 shares held by the Funds. The Manager and Mr. Edelheit disclaim beneficial ownership of any of the shares held by the Funds.

	Mindset Value Fund LP By: /s/ Aaron Edelheit, Managing Member of Mindset Capital LLC, General Partner of Mindset Value Fund LP	03/27/2024
	Mindset Value Wellness Fund LP By: /s/ Aaron Edelheit, Managing Member of Mindset Capital LLC, General Partner of Mindset Value Wellness Fund LP	03/27/2024
	W&GP Fund 1 LLC By: /s/ Aaron Edelheit, Managing Member of Mindset Capital LLC, Managing Member of W&GP Fund 1 LLC	03/27/2024
	Mindset Capital LLC By: /s/ Aaron Edelheit, Managing Member	03/27/2024
	/s/ Aaron Edelheit	03/27/2024
	** 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.

Grown Rogue International (GRUSF) Form 3Grown Rogue International / Aaron Edelheit ownership change