Trulieve Cannabis (TCNNF) Form 3 Trulieve Cannabis / Nilyum Jhala 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^*

Jhala Nilyum

(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)
07/17/2024

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

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

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

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)
Subordinate Voting Shares	114,778(1)	D

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)	(2)	12/31/2027	Subordinate Voting Shares	19,458	26.88	D
Stock Option (Right to Buy)	(3)	02/24/2029	Subordinate Voting Shares	49,719	21.48	D
Stock Option (Right to Buy)	(4)	02/24/2030	Subordinate Voting Shares	127,986	3.99	D
Stock Option (Right to Buy)	(5)	03/08/2031	Subordinate Voting Shares	67,902	10	D

Explanation of Responses:

1. The amount of securities beneficially owned in column 2 includes several grants of restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one Trulieve Cannabis Corp. subordinate voting share. The reporting person: (i) was granted 17,458 RSUs on February 24, 2022, subject to 2-year vesting; the RSUs vested 50% on December 29, 2023 and will vest 50% on December 29, 2024; (ii) was granted 57,515 RSUs on July 25, 2023, subject to 2-year vesting; the RSUs will vest 50% on December 1, 2024 and 50% on December 1, 2025; and (iii) was granted 37,500 RSUs on March 8, 2024, subject to 2-year vesting; the RSUs will vest 50% on December 1, 2025 and 50% on December 1, 2026.

2. The options were granted on September 29, 2021, and vest 33% per year in equal installments, starting on December 1 of the grant year. One third of the options vested and became exercisable on each of December 1, 2021; December 1, 2022; and December 1, 2023.

3. The options were granted on February 24, 2022, and vest 33% per year in equal installments, starting on December 1 of the grant year. One third of the options vested and became exercisable on each of December 1, 2022; and December 1, 2023; one third of the options will vest and become exercisable on December 1, 2024.

4. The options were granted on July 25, 2023, and vest 33% per year in equal installments, starting on December 1 of the grant year. One third of the options vested and became exercisable on December 1, 2023; one third of the options will vest and become exercisable on December 1, 2024, and one third of the options will vest and become exercisable on December 1, 2025.

5. The options were granted on March 8, 2024, and vest 33% per year in equal installments, starting on December 1 of the grant year. One third of the options will vest and become exercisable on December 1, 2024, one third of the options will vest and become exercisable on December 1, 2025, and one third of the options will vest and become exercisable on December 1, 2026.

	/s/Nilyum Jhala	11/14/2024
	** 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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