SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b),(c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 2 –
Exit Filing) 1
Trulieve Cannabis Corp.
(Name of Issuer)
Subordinate Voting Shares, no par value
(Title of Class of Securities)
89788c104
(CUSIP Number)
December 31, 2023
(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)
| 1 | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on 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 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. |
CUSIP No. 89788c104
| 1. | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (VOLUNTARY)
Thad Beshears | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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
7,001,972 Subordinate Voting Shares | ||
| 6. | SHARED VOTING POWER
-0- | |||
| 7. | SOLE DISPOSITIVE POWER
7,001,972 Subordinate Voting Shares | |||
| 8. | SHARED DISPOSITIVE POWER
-0- |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,001,972 Subordinate Voting Shares | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.76% | |||||
| 12. | TYPE OF REPORTING PERSON
IN | |||||
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CUSIP No. 89788c104
SCHEDULE 13G
| ITEM 1(a) | NAME OF ISSUER:
Trulieve Cannabis Corp. (the “Issuer”) | |
| ITEM 1(b) | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES: | |
| 6749 Ben Bostic Road | ||
| Quincy, FL 32351 | ||
| ITEM 2(a) | NAME OF PERSON FILING: | |
| Thad Beshears (“Mr. Beshears” or the “Reporting Person”). | ||
| ITEM 2(b) | ADDRESS OF PRINCIPAL BUSINESS OFFICE: | |
| The business address of the Reporting Person is c/o Trulieve Cannabis Corp., | ||
| 6749 Ben Bostic Road Quincy, FL 32351. | ||
| ITEM 2(c) | CITIZENSHIP: | |
| Mr. Beshears is a citizen of the United States. | ||
| ITEM 2(d) | TITLE OF CLASS OF SECURITIES: | |
| Subordinate Voting Shares, no par value (the “Shares”) | ||
| ITEM 2(e) | CUSIP NUMBER: 89788c104 | |
| 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: | |
| Not applicable. | ||
| (a) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78os). | ||
| (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). | ||
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CUSIP No. 89788c104
| (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 association 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-US institution, in accordance with §240.13d-1(b)(1)(ii)(J); | ||
| (k) | ☐ | Group, in accordance with §230.405 240.13d-1(b)(1)(ii)(K). | ||
If filing as a non-US institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: Not applicable.
| ITEM 4 | OWNERSHIP: | |
(a) Amount beneficially owned by the Reporting Person: 7,001,972 Shares, consisting of (i) 2,418,492 Shares held directly, (ii) 45,000 Multiple Voting Shares held directly, and (iii), 83,480 options to purchase Shares currently exercisable held directly. Multiple Voting Shares are convertible into Shares on a one-for-100 basis. None of Mr. Beshears, his spouse or any other person sharing the same household with Mr. Beshears, is a trustee or beneficiary of The Beshears 2020 Trust DTD 07/07/2020 (the “Beshears Trust”). Accordingly, Mr. Beshears does not, directly or indirectly through his spouse or another person sharing his same household, exercise voting or investment control or have a pecuniary interest in, the Shares held by the Beshears Trust and disclaims beneficial ownership of the Shares held by the Beshears Trust.
(b) Percent of class beneficially owned by the Reporting Person: 3.76%
(c) Number of Shares as to which the Reporting Person has (i) the sole power to vote or direct the vote of: 7,001,972 (ii) the shared power to vote or to direct the vote of: 0, (iii) the sole power to dispose or to direct the disposal of: 7,001,972, and (iv) the shared power to dispose or to direct the disposal of: 0
The percentages of beneficial ownership stated herein and on the Reporting Person’s cover page to this Amendment No. 2 to Schedule 13G are based on a total of 186,278,480 Shares outstanding (consisting of 160,052,094 Subordinate Voting Shares and 26,226,386 Multiple Voting Shares (on an as converted basis) outstanding), as of February 9, 2024 as provided to the Reporting Person by the Issuer. | ||
| ITEM 5 | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: | |
| X | ||
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CUSIP No. 89788c104
| ITEM 6 | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: | |
| Not applicable. | ||
| ITEM 7 | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT COMPANY: | |
| Not applicable. | ||
| ITEM 8 | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: | |
| Not applicable. | ||
| ITEM 9 | NOTICE OF DISSOLUTION OF GROUP: | |
| Not applicable. | ||
| ITEM 10 | CERTIFICATION: | |
| Not applicable. | ||
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CUSIP No. 89788c104
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2024
/s/ Thad Beshears |
Thad Beshears |
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