Millner Thomas L Form 3 Trulieve Cannabis / THOMAS L MILLNER 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^*

MILLNER THOMAS L

(Last) (First) (Middle)

C/O TRULIEVE CANNABIS CORP.

6749 BEN BOSTIC ROAD

(Street)

QUINCY FL 32351

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/04/2021

3. Issuer Name and Ticker or Trading Symbol
Trulieve Cannabis Corp. [ TRUL ]

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)

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
Stock Option (Right to Buy)	(1)	06/01/2025	Subordinate Voting Shares	48,292	12.5	D
Stock Option (Right to Buy)	(2)	01/04/2026	Subordinate Voting Shares	13,388	33.42	D

Explanation of Responses:

1. 50% of the Subordinate Voting Shares underlying the option vested on December 31, 2020 and the remaining 50% of the Subordinate Voting Shares underlying the option will vest on December 31, 2021.

2. 50% of the Subordinate Voting Shares underlying the option will vest on December 31, 2021 and the remaining 50% of the Subordinate Voting Shares underlying the option will vest on December 31, 2022.

Remarks:

Exhibit 24 Power of Attorney filed herewith.

	Ryan M. Rourke Reed, Attorney-in-fact	02/04/2021
	** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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