| Item 1. | |
| (a) | Name of issuer:
Cresco Labs Inc. |
| (b) | Address of issuer's principal executive
offices:
600 W. Fulton Street, Suite 800, Chicago, Illinois 60661 |
| Item 2. | |
| (a) | Name of person filing:
This statement is filed by Eminence Capital, LP, a Delaware limited partnership ("Eminence Capital") and Ricky C. Sandler, a U.S. Citizen ("Mr. Sandler," and together with Eminence Capital, the "Reporting Persons").
Eminence Capital serves as the management company or investment adviser to, and may be deemed to have shared voting and dispositive power over the Subordinate Voting Shares, no par value (the "Subordinate Voting Shares") of Cresco Labs Inc., a British Columbia, Canada corporation (the "Company") held by various investment funds (the "Eminence Funds") and a separately managed account (the "Eminence SMA," and together with the Eminence Funds, the "Eminence Funds and SMA") under its management and control. The general partner of Eminence Capital is Eminence Capital GP, LLC, the sole managing member of which is Mr. Sandler.
Mr. Sandler is the Chief Executive Officer of Eminence Capital and may be deemed to
have shared voting and dispositive power with respect to the Subordinate Voting Shares held by the Eminence Funds and SMA.
The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13G of the Act, the beneficial owner of the securities reported herein. |
| (b) | Address or principal business office or, if
none, residence:
The address of the principal business and principal office of Eminence Capital is 399 Park Avenue, 25th Floor, New York, NY 10022. The business address of Mr. Sandler is 399 Park Avenue, 25th Floor, New York, NY 10022. |
| (c) | Citizenship:
Eminence Capital is a limited partnership organized under the laws of the State of Delaware. Mr. Sandler is a United States citizen. |
| (d) | Title of class of securities:
Subordinate Voting Shares, no par value |
| (e) | CUSIP No.:
22587M106 |
| Item 3. | 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: |
| (a) |  Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) |  An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | A
savings associations 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-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please
specify the type of institution: |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). |
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
The information required by Item 4(a) is set forth in Row 9 of the cover page and the footnote on the cover page for each of the Reporting Persons and is incorporated herein by reference.
The percentage set forth in this Schedule 13G (i) as of December 31, 2022 is calculated based upon an aggregate of 281,147,586 Subordinate Voting Shares outstanding as of December 31, 2022, as reported in the Company's Annual Report on Form 40-F for the fiscal year ended December 31 2022, filed with the Securities and Exchange Commission on March 22, 2023 and (ii) as of December 31, 2023 is calculated based upon an aggregate of 320,757,119 Subordinate Voting Shares outstanding as of December 31, 2023, as reported in the Company's Annual Report on Form 40-F for the fiscal year ended December 31 2023, filed with the Securities and Exchange Commission on March 18, 2024. |
| (b) | Percent of class:
6.3 % |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page and the footnote on the cover page for each of the Reporting Persons and is incorporated herein by reference.
|
| | (ii) Shared power to vote or to direct the
vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page and the footnote on the cover page for each of the Reporting Persons and is incorporated herein by reference.
|
| | (iii) Sole power to dispose or to direct the
disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page and the footnote on the cover page for each of the Reporting Persons and is incorporated herein by reference.
|
| | (iv) Shared power to dispose or to direct the
disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page and the footnote on the cover page for each of the Reporting Persons and is incorporated herein by reference.
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| |
Ownership of 5 percent or less of a class |
| Item 6. | Ownership of more than 5 Percent on Behalf of
Another Person. |
| |
If any other person is known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to
that effect should be included in response to this item and, if such interest relates to more
than 5 percent of the class, such person should be identified. A listing of the shareholders of
an investment company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
No person other than the Reporting Persons and the Eminence Funds and SMA is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Subordinate Voting Shares held by the Eminence Funds and SMA. |
| Item 7. | Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or
Control Person. |
| |
Not Applicable
|
| Item 8. | Identification and Classification of Members of
the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
