| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 1
)*
|
Ascend Wellness Holdings, Inc. (Name of Issuer) |
Class A Common Stock (Title of Class of Securities) |
04351N106 (CUSIP Number) |
12/31/2024 (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) |
SCHEDULE 13G |
| CUSIP No. | 04351N106 |
| 1 | Names of Reporting Persons Millstreet Capital Management 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 22,363,044.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 10.95 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IA |
SCHEDULE 13G |
| CUSIP No. | 04351N106 |
| 1 | Names of Reporting Persons Connolly Brian D | ||||||||
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 22,363,044.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 10.95 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN, HC |
SCHEDULE 13G |
| CUSIP No. | 04351N106 |
| 1 | Names of Reporting Persons Kelleher Craig | ||||||||
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 22,363,044.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 10.95 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN, HC |
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Ascend Wellness Holdings, Inc. | |
| (b) | Address of issuer's principal executive
offices: 44 WHIPPANY ROAD, SUITE 101, MORRISTOWN, New Jersey, 07960 | |
| Item 2. | ||
| (a) | Name of person filing: Millstreet Capital Management LLC
Brian D. Connolly
Craig M. Kelleher | |
| (b) | Address or principal business office or, if
none, residence: Millstreet Capital Management LLC
Brian D. Connolly
Craig M. Kelleher
c/o Millstreet Capital Management LLC
545 Boylston Street, 8th Floor
Boston, MA 02116 | |
| (c) | Citizenship: Millstreet Capital Management LLC - Delaware
Brian D. Connolly - United States
Craig M. Kelleher - United States | |
| (d) | Title of class of securities: Class A Common Stock | |
| (e) | CUSIP No.: 04351N106 | |
| 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: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (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); | |
| (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 associations 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-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: The information set forth in Rows 5 through 9 on the cover page of each Reporting Person is hereby incorporated by reference into this Item 4(a) for each such Reporting Person. | |
| (b) | Percent of class: The information set forth in Row 11 on the cover page of each Reporting Person is hereby incorporated by reference into this Item 4(b) for each such Reporting Person. % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: The information set forth in Rows 5 through 9 on the cover page of each Reporting Person is hereby incorporated by reference into this Item 4(c) for each such Reporting Person. | ||
| (ii) Shared power to vote or to direct the
vote: The information set forth in Rows 5 through 9 on the cover page of each Reporting Person is hereby incorporated by reference into this Item 4(c) for each such Reporting Person. | ||
| (iii) Sole power to dispose or to direct the
disposition of: The information set forth in Rows 5 through 9 on the cover page of each Reporting Person is hereby incorporated by reference into this Item 4(c) for each such Reporting Person. | ||
| (iv) Shared power to dispose or to direct the
disposition of: The information set forth in Rows 5 through 9 on the cover page of each Reporting Person is hereby incorporated by reference into this Item 4(c) for each such Reporting Person.
Shares reported herein may be deemed beneficially owned by Millstreet Capital Management LLC ("Millstreet") in its capacity as investment manager to private investment vehicles. Mr. Connolly and Mr. Kelleher are Managing Members of Millstreet. Shares reported herein for Mr. Connolly and Mr. Kelleher represent the above referenced shares reported with respect to Millstreet. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.
The percentages reported herein are calculated on the basis of the Company's statement in (i) its Current Report on Form 8-K dated December 27, 2024, that there were 204,313,808 shares of Class A Common Stock outstanding as of December 24, 2024. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 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 Holding Company or Control Person. | |
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. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
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. |
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