TCNNF Trulieve Cannabis Corporation (QX)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

 NAME OF REPORTING PERSON

 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (VOLUNTARY)

 Kim A. Rivers

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☐

 SEC USE ONLY

 CITIZENSHIP OR PLACE OF ORGANIZATION

 United States

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 17,590,005 Subordinate Voting Shares

 SHARED VOTING POWER

 986,700 Subordinate Voting Shares

 SOLE DISPOSITIVE POWER

 17,590,005 Subordinate Voting Shares

 SHARED DISPOSITIVE POWER

 986,700 Subordinate Voting Shares

 AGGREGATE AMOUNT BENEFICIALLY OWNED

 BY EACH REPORTING PERSON 19,226,264 Subordinate Voting Shares

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 10.26%

 TYPE OF REPORTING PERSON

 IN

NAME OF ISSUER:

Trulieve Cannabis Corp. (the “Issuer”)

ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:

NAME OF PERSON FILING:

ADDRESS OF PRINCIPAL BUSINESS OFFICE:

CITIZENSHIP:

TITLE OF CLASS OF SECURITIES:

CUSIP NUMBER: 89788c104

IF THIS STATEMENT IS FILED PURSUANT TO §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(g)

☐

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

(h)

☐

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

(i)

☐

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

(j)

☐

A non-US institution, in accordance with §240.13d-1(b)(1)(ii)(J);

(k)

☐

Group, in accordance with §230.405 240.13d-1(b)(1)(ii)(K).

OWNERSHIP:

Amount beneficially owned by the Reporting Person: 19,226,264 Shares, consisting of (i) 1,603,305 Shares held directly, (ii) 159,867 Multiple Voting Shares held directly, (iii) 9,867 Multiple Voting Shares held by Traunch IV LLC (“Traunch IV”), over which the Reporting Person may be deemed to exercise voting and investment control, and (iv) 649,559 options to purchase Shares currently exercisable and held directly. Multiple Voting Shares are convertible into Shares on a one-for-100 basis (or an aggregate of 16,973,400 Subordinate Voting Shares). Ms. Rivers disclaims beneficial ownership of the Shares held by Traunch IV, except to the extent of her pecuniary interest therein.

Percent of class beneficially owned by the Reporting Person: 10.26%

Number of Shares as to which the Reporting Person has (i) the sole power to vote or direct the vote of: 17,590,005, (ii) the shared power to vote or to direct the vote of: 986,700, (iii) the sole power to dispose or to direct the disposal of: 17,590,005, and (iv) the shared power to dispose or to direct the disposal of: 986,700.

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:

/s/ Kim A. Rivers