Frank Tworecke Form 3 Greenbrook TMS / FRANK TWORECKE 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^*

TWORECKE FRANK

(Last) (First) (Middle)

C/O GREENBROOK TMS. 890 YONGE STREET

7TH FLOOR

(Street)

TORONTO A6 M4W3P4

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2024

3. Issuer Name and Ticker or Trading Symbol
Greenbrook TMS Inc. [ GBNH ]

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

X	Director	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)

X	Form filed by One Reporting Person
	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 Shares	40,000	I	See Footnote(1)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Options	(2)	10/03/2028	Common Shares	5,000	10	D
Options	(3)	02/03/2030	Common Shares	5,000	10.13(4)	D
Deferred Share Units	(5)	(6)	Common Shares	251,018(7)	0.00(5)	D

Explanation of Responses:

1. The common shares are directly held by Tworecke Investments LLC, which is a limited liability company wholly owned by the Reporting Person.

2. These options were granted pursuant to the Company's Amended Employee Stock Option Plan (the "Stock Option Plan"), as described in the Company's 2022 Meeting Information Circular, filed with the Securities and Exchange Commission on May 23, 2023. The options were granted on October 3, 2018 and fully vested on March 31, 2019 and accordingly, are all exercisable.

3. These options were granted pursuant to the Stock Option Plan on February 3, 2020 and vested over a three year period, with one-third vesting on each of the 3 anniversaries of the date of the grant. As of the date hereof, all options are vested and exercisable.

4. Converted to USD based on the average daily exchange rate of the Bank of Canada reported on December 29, 2023. Each option may be exercised for a price of $13.40 Canadian dollars.

5. These deferred share units ("DSUs") were granted between June 15, 2021 and December 15, 2023 pursuant to the DSU Plan for non-employee directors, as described in the Company's 2022 Meeting Information Circular, filed with the Securities and Exchange Commission on May 23, 2023. The DSUs immediately vest upon grant, but holders thereof are not entitled to receive a payment in respect of the value of their DSUs until their tenure on the board of directors ceases.

6. The DSUs do not expire.

7. Mr. Tworecke will receive a payment in cash at the fair market value of the common shares represented by his or her DSUs generally within ten days of his elected redemption date. Mr. Tworecke's elected redemption date will not be earlier than the date he ceases to hold all positions with the Company and will not be later than December 31 of the year following the year in which he ceases to hold all positions with the Company.

Remarks:

	/s/William Leonard, Attorney-in-Fact	01/02/2024
	** 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).
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