Form 4 - Statement of changes in beneficial ownership of securities
June 04 2024 - 6:04PM
Edgar (US Regulatory)
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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| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
|
|
|
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b). |
|
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
1. Name and Address of Reporting Person*
| C/O GOODNESS GROWTH HOLDINGS, INC. |
| 207 SOUTH 9TH STREET |
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Goodness Growth Holdings, Inc.
[ GDNSF ]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| X |
Director |
|
10% Owner |
| X |
Officer (give title below) |
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Other (specify below) |
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Chief Executive Officer |
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3. Date of Earliest Transaction
(Month/Day/Year)
05/31/2024
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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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 Acquired, Disposed of, or Beneficially Owned |
|---|
| 1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction 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 |
V |
Amount |
(A) or (D) |
Price |
| Subordinate Voting Shares |
05/31/2024 |
|
A |
|
121,625
|
A |
$0
|
204,462 |
D |
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Explanation of Responses: |
|
| Remarks: |
|
|
/s/ Joshua Rosen |
06/04/2024 |
|
** 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
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. |
Exhibit 24
SECTION 16
POWER OF ATTORNEY
I, Joshua Rosen,
do hereby constitute and appoint Joe Duxbury, Amber Shimpa, Krystal Grey (Sangra Moller), Thomas M. Rose and Nicole A. Edmonds (Troutman)
my true and lawful attorneys-in-fact, any of whom acting singly is hereby authorized, for me and in my name and on my behalf as a director,
officer and/or shareholder of Goodness Growth Holdings, Inc. to (i) prepare, execute in my name and on my behalf, and submit to the U.S.
Securities and Exchange Commission (the “SEC”) a Form ID, including any necessary amendments thereto, and any other documents
necessary or appropriate to obtain or update codes and passwords enabling me to make electronic filings with the SEC of reports required
by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC in respect thereof; and (ii) prepare, execute
and file any and all forms, instruments or documents, including any necessary amendments thereto, as such attorneys or attorney deems
necessary or advisable to enable me to comply with Section 16 of the Securities Exchange Act of 1934 or any rule or regulation of the
SEC in respect thereof (collectively, “Section 16”).
I do hereby ratify
and confirm all acts my said attorney shall do or cause to be done by virtue hereof. I acknowledge that the foregoing attorneys-in-fact,
serving in such capacity at my request, are not assuming, nor is Goodness Growth Holdings, Inc. assuming, any of my responsibilities to
comply with Section 16.
This power of attorney
shall remain in full force and effect until it is revoked by the undersigned in a signed writing delivered to each such attorney-in-fact
or the undersigned is no longer required to comply with Section 16, whichever occurs first.
WITNESS the execution hereof this 4th day of June, 2024.
Exhibit 24
SECTION 16
POWER OF ATTORNEY
I, Joshua Rosen,
do hereby constitute and appoint Joe Duxbury, Amber Shimpa, Krystal Grey (Sangra Moller), Thomas M. Rose and Nicole A. Edmonds (Troutman)
my true and lawful attorneys-in-fact, any of whom acting singly is hereby authorized, for me and in my name and on my behalf as a director,
officer and/or shareholder of Goodness Growth Holdings, Inc. to (i) prepare, execute in my name and on my behalf, and submit to the U.S.
Securities and Exchange Commission (the “SEC”) a Form ID, including any necessary amendments thereto, and any other documents
necessary or appropriate to obtain or update codes and passwords enabling me to make electronic filings with the SEC of reports required
by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC in respect thereof; and (ii) prepare, execute
and file any and all forms, instruments or documents, including any necessary amendments thereto, as such attorneys or attorney deems
necessary or advisable to enable me to comply with Section 16 of the Securities Exchange Act of 1934 or any rule or regulation of the
SEC in respect thereof (collectively, “Section 16”).
I do hereby ratify
and confirm all acts my said attorney shall do or cause to be done by virtue hereof. I acknowledge that the foregoing attorneys-in-fact,
serving in such capacity at my request, are not assuming, nor is Goodness Growth Holdings, Inc. assuming, any of my responsibilities to
comply with Section 16.
This power of attorney
shall remain in full force and effect until it is revoked by the undersigned in a signed writing delivered to each such attorney-in-fact
or the undersigned is no longer required to comply with Section 16, whichever occurs first.
WITNESS the execution hereof this 4th day of June, 2024.
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