McLernon John R. Form 4 Village Farms International / John R. McLernon ownership change

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

McLernon John R.

(Last) (First) (Middle)

C/O VILLAGE FARMS INTERNATIONAL, INC

4700 80TH STREET

(Street)

DELTA A1 V4K 3N3

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Village Farms International, Inc. [ VFF ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/29/2023

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares	03/15/2024		P		14,200	A	$0.77(1)	15,800	I	See footnote(2)
Common Shares								31,000	D
Common Shares								23,500	I	See footnote(3)
Common Shares								500	I	See footnote(4)
Common Shares								30,000	I	See footnote(5)
Common Shares								14,300	I	See footnote(6)

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)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Options	$0.8	12/29/2023		A		73,119		(7)	12/29/2033	Common Shares	73,119	(8)	73,119	D

Explanation of Responses:

1. The common shares were acquired in multiple transactions with prices ranging between USD$0.7776 - $0.7787, inclusive. The price above reflects the weighted average sale price.

2. Held through a Tax Free Savings Account ("TFSA").

3. Held through a Retirement Income Fund.

4. Held through a TFSA for Mr. McLernon's spouse.

5. Held through McLernon Holdings Ltd. Mr. McLernon and his spouse are the shareholders of McLernon Holdings Ltd. and may be deemed the beneficial owners of the common shares held by it.

6. Held through spouse.

7. The Options were granted on December 29, 2023 and will vest over a three year period, with one-third (1/3) of the issued Options vesting on each of the first 3 anniversaries of the date of the grant. As of the date hereof, all 73,119 Options are unvested.

8. The Options were granted to the Reporting Person pursuant to the Issuer's Share-Based Compensation Plan, as described in the Issuer's 2023 Proxy Statement, filed with the Securities and Exchange Commission on May 1, 2023.

	/s/Stephen C. Ruffini, Attorney-in-Fact	04/10/2024
	** 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).
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