Harvest Health & Recreation Form 4 / Steven Matthew White ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

White Steven Matthew

(Last)

(First)

(Middle)

1155 W. RIO SALADO PARKWAY, SUITE 201

(Street)

TEMPE,

85281

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HARVEST HEALTH & RECREATION INC. [ HRVSF ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Director & CEO

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2021

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Multiple Voting Shares	10/01/2021		D		87,843	D	⁽¹⁾	0	I	By Slar Investments, LLC
Multiple Voting Shares	10/01/2021		D		122,361	D	⁽²⁾	0	I	By Razor Investments, LLC
Super Voting Shares	10/01/2021		D		2,000,000	D	⁽³⁾	0	I	By Razor Investments, LLC

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options	$10.59⁽⁴⁾	10/01/2021		D			55,478.5	⁽⁵⁾	⁽⁵⁾	Subordinate Voting Shares	55,478.5	⁽⁵⁾	0	D
Stock Options	$9.54⁽⁴⁾	10/01/2021		D			2,444,521.5	⁽⁶⁾	⁽⁶⁾	Subordinate Voting Shares	2,444,521.5	⁽⁶⁾	0	D

Explanation of Responses:

1. Disposed of pursuant to the Arrangement Agreement, dated as of May 10, 2021 (the "Arrangement Agreement"), between Harvest Health and Recreation Inc. and Trulieve Cannabis Corp. ("Trulieve") in exchange for 1,027,763 subordinate voting shares of Trulieve having a market value of CAD$35.20 per share on the effective date of the arrangement transaction, which market value represents the closing price of the Trulieve shares as of the close of trading on the Canadian Stock Exchange as of such effective date.

2. Disposed of pursuant to the Arrangement Agreement in exchange for 1,431,623 subordinate voting shares of Trulieve having a market value of CAD$35.20 per share on the effective date of the arrangement transaction, which market value represents the closing price of the Trulieve shares as of the close of trading on the Canadian Stock Exchange as of such effective date.

3. Disposed of pursuant to the Arrangement Agreement in exchange for 234,000 subordinate voting shares of Trulieve having a market value of CAD$35.20 per share on the effective date of the arrangement transaction, which market value represents the closing price of the Trulieve shares as of the close of trading on the Canadian Stock Exchange as of such effective date.

4. Exercise price is denominated and reported in Canadian dollars.

5. The stock options were granted on November 14, 2018 and vest in four equal annual installments beginning on November 14, 2019. Adjusted pursuant to the Arrangement Agreement resulting in an option to receive 6,490 subordinate voting shares of Trulieve with an exercise price of CAD$90.52 per share.

6. The stock options were granted on November 14, 2018 and vest in four equal annual installments beginning on November 14, 2019. Adjusted pursuant to the Arrangement Agreement resulting in an option to receive 286,009 subordinate voting shares of Trulieve with an exercise price of CAD$81.54 per share.

	/s/ Allison McBride, Attorney-in-fact	10/05/2021
	** 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 Number.

Harvest Health & Recreation (HRVSF) Form 4HARVEST HEALTH & RECREATION / Steven Matthew White ownership change