UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
TPCO HOLDING CORP.
(Name of Issuer)
Common Shares, no par value
(Title of Class of Securities)
87270T106
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
The information required in 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 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 87270T106
| (1) | Names of reporting persons.
Michael Auerbach | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC use only.
| |||||
| (4) | Citizenship or place of organization.
United States | |||||
Number of shares beneficially owned by each reporting person with: | (5) | Sole voting power.
17,206 | ||||
| (6) | Shared voting power.
6,676,522 | |||||
| (7) | Sole dispositive power.
17,206 | |||||
| (8) | Shared dispositive power.
6,676,522 | |||||
| (9) | Aggregate amount beneficially owned by each reporting person.
6,693,728 | |||||
| (10) | Check if the aggregate amount in Row (9) excludes certain shares (see instructions).
☐ | |||||
| (11) | Percent of class represented by amount in Row (9).
6.9% | |||||
| (12) | Type of reporting person (see instructions).
IN | |||||
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CUSIP No. 87270T106
| (1) | Names of reporting persons.
M3 DAAT, LLC | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC use only.
| |||||
| (4) | Citizenship or place of organization.
Delaware | |||||
Number of shares beneficially owned by each reporting person with: | (5) | Sole voting power.
0 | ||||
| (6) | Shared voting power.
6,672,470 | |||||
| (7) | Sole dispositive power.
0 | |||||
| (8) | Shared dispositive power.
6,672,470 | |||||
| (9) | Aggregate amount beneficially owned by each reporting person.
6,672,470 | |||||
| (10) | Check if the aggregate amount in Row (9) excludes certain shares (see instructions).
☐ | |||||
| (11) | Percent of class represented by amount in Row (9).
6.9% | |||||
| (12) | Type of reporting person (see instructions).
IA | |||||
2 of 6
CUSIP No. 87270T106
| (1) | Names of reporting persons.
Murphy Ofutt LCV LLC | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC use only.
| |||||
| (4) | Citizenship or place of organization.
Delaware | |||||
Number of shares beneficially owned by each reporting person with: | (5) | Sole voting power.
0 | ||||
| (6) | Shared voting power.
3,952 | |||||
| (7) | Sole dispositive power.
0 | |||||
| (8) | Shared dispositive power.
3,952 | |||||
| (9) | Aggregate amount beneficially owned by each reporting person.
3,952 | |||||
| (10) | Check if the aggregate amount in Row (9) excludes certain shares (see instructions).
☐ | |||||
| (11) | Percent of class represented by amount in Row (9).
0.0% | |||||
| (12) | Type of reporting person (see instructions).
OO | |||||
3 of 6
CUSIP No. 87270T106
| (1) | Names of reporting persons.
Murphy Ofutt, LLC | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC use only.
| |||||
| (4) | Citizenship or place of organization.
Delaware | |||||
Number of shares beneficially owned by each reporting person with: | (5) | Sole voting power.
0 | ||||
| (6) | Shared voting power.
100 | |||||
| (7) | Sole dispositive power.
0 | |||||
| (8) | Shared dispositive power.
100 | |||||
| (9) | Aggregate amount beneficially owned by each reporting person.
100 | |||||
| (10) | Check if the aggregate amount in Row (9) excludes certain shares (see instructions).
☐ | |||||
| (11) | Percent of class represented by amount in Row (9).
0.0% | |||||
| (12) | Type of reporting person (see instructions).
OO | |||||
4 of 6
CUSIP No. 87270T106
13G
| Item 1(a). | Name of Issuer |
TPCO Holding Corp.
| Item 1(b). | Address of Issuer’s Principal Executive Offices |
1550 Leigh Avenue, San Jose, California 95125
| Item 2(a). | Name of Person Filing |
This Schedule 13G is being filed on behalf of Michael Auerbach, M3 DAAT, LLC, Murphy Ofutt LCV LLC, and Murphy Ofutt, LLC (collectively, the “Reporting Persons”).
| Item 2(b). | Address of Principal Business Office or, if none, Residence |
The address for the principal business office of the Reporting Persons is 42 Crosby Street, Unit 2N, New York, NY 10012.
| Item 2(c). | Citizenship |
The citizenships or place of organization for each of the Reporting Persons is as follows:
| i. | Michael Auerbach is a United States Citizen |
| ii. | M3 DAAT, LLC is a Delaware limited liability company |
| iii. | Murphy Ofutt LCV LLC is a Delaware limited liability company |
| iv. | Murphy Ofutt, LLC is a Delaware limited liability company |
| Item 2(d). | Title of Class of Securities |
Common Shares, no par value (the “Common Shares”)
| Item 2(e). | CUSIP No. |
87270T106
| 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 |
This statement is not filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c).
| Item 4. | Ownership |
| (a)-(c) | The information relating to the beneficial ownership of Common Shares by each of the Reporting Persons set forth in Rows 5 through 9 and Row 11 of the cover pages hereto is incorporated herein by reference. |
The ownership percentage of each Reporting Person set forth in Row 11 of the cover pages hereto has been calculated based on an assumed total of 96,997,982 shares of Common Shares outstanding as of November 9, 2021 as disclosed in the Issuer’s Form 10-Q filed with the SEC on November 15, 2021.
| Item 5. | Ownership of Five Percent or Less of a Class |
Not applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not applicable.
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CUSIP No. 87270T106
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holdings Company or Control Person |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group |
Michael Auerbach is the Managing Member of M3 DAAT, LLC, the Managing Member of Murphy Ofutt LCV LLC, and the Managing Member of Murphy Ofutt, LLC and has voting and dispositive power over the shares held by each of these entities.
The Reporting Persons may be deemed to be members of a group with respect to the Common Shares held by the Reporting Persons.
| Item 9. | Identification and Classification of Members of the Group |
Not applicable.
| Item 10. | Certifications |
Not applicable.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2022
| MICHAEL AUERBACH | ||
/s/ Michael Auerbach | ||
| M3 DAAT, LLC | ||
| By: | /s/ Michael Auerbach | |
| Name: | Michael Auerbach | |
| Title: | Managing Member | |
| MURPHY OFUTT, LCV LLC | ||
| By: | /s/ Michael Auerbach | |
| Name: | Michael Auerbach | |
| Title: | Managing Member | |
| MURPHY OFUTT, LLC | ||
| By: | /s/ Michael Auerbach | |
| Name: | Michael Auerbach | |
| Title: | Managing Member | |
EXHIBIT INDEX
Exhibit | Description | |
| 1. | Joint Filing Agreement | |
