Exhibit 99.3
FORM 11
NOTICE OF PROPOSED STOCK OPTION GRANT OR AMENDMENT
Name of Listed Issuer: Curaleaf Holdings, Inc. (the “Issuer”).
Trading Symbol: CURA
Date: November 11, 2021
Date of Grant: See below table
Name of Optionee | Position (Director/ Officer/ Employee/ Consultant/ Management Company | Insider Yes or No? | No. of Optioned Shares | Exercise Price | Expiry Date | No. of Options Granted in Past 12 Months |
Grant Date: August 30, 2019 |
9 Individuals | Employees/Officers | Varied | 453,806 | CAD$9.27 | 10 years from date of hire | |
2 Individuals | Employees/Officers | No | 146,611 (Restricted Stock Units) | N/A | N/A | |
Grant Date: November 22, 2019 |
107 Individuals | Employees/Officers/Directors | Varied | 712,634 | CAD$8.20 | 10 years from date of hire | |
23 Individuals | Employees/Officers/Directors | Varied | 700,307 (Restricted Stock Units) | N/A | N/A | |
Grant Date: December 10, 2019 |
1 Individual | Officer | Yes | 551,975 | CAD$8.00 | 10 years from date of hire | |
1 Individual | Officer | Yes | 414,357 (Restricted Stock Units) | N/A | N/A | |
FORM 11 – NOTICE OF PROPOSED STOCK OPTION GRANT
OR AMENDMENT
Page 1
Grant Date: January 30, 2020 |
56 Individuals | Employees/Officers/Directors | Varied | 5,257,209 | CAD$13.19 | 10 years from date of hire | |
Grant Date: March 27, 2020 |
8 Individuals | Employees/Officers | Varied | 815,988 | CAD$5.44 | 10 years from date of hire | |
4 Individuals | Employees/Officers | Varied | 942,122 (Restricted Stock Units) | N/A | N/A | |
Grant Date: April 2, 2020 |
5 Individuals | Employees/Officers | No | 323,922 | CAD$4.94 | 10 years from date of hire | |
17 Individuals | Employees/Officers/Directors | Varied | 565,292 (Restricted Stock Units) | N/A | N/A | |
Grant Date: May 20, 2020 |
2 Individuals | Employees/Officers | Varied | 587,496 | CAD$7.94 | 10 years from date of hire | |
Grant Date: August 19, 2020 |
4 Individuals | Employees/Officers | No | 28,928 | CAD$11.60 | 10 years from date of hire | |
1 Individual | Officer | No | 227,105 (Restricted Stock Units) | N/A | N/A | |
Grant Date: August 25, 2020 |
1 Individual | Director | Yes | 17,543 (Restricted Stock Units) | CAD$11.60 | 10 years from date of hire | |
Grant Date: November 20, 2020 |
4 Individuals | Employees/Officers | No | 88,948 | CAD$12.77 | 10 years from date of hire | |
2 Individuals | Employees/Officers | No | 58,929 (Restricted Stock Units) | N/A | N/A | |
Grant Date: December 29, 2020 |
2 Individuals | Employees/Officers | No | 24,230 | CAD$16.00 | 10 years from date of hire | |
2 Individuals | Employees/Officers | No | 9,029 (Restricted Stock Units) | N/A | N/A | |
FORM 11 – NOTICE OF PROPOSED STOCK OPTION GRANT
OR AMENDMENT
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Total Number of Subordinate Voting Shares: 8,845,136 Subordinate Voting Shares underlying Stock Options and 3,081,295 Subordinate Voting Shares underlying restricted stock units.
| 2. | Other Presently Outstanding Options: |
Name of Optionee | | | | No. of Optioned Shares | | | | Exercise Price | | | Original Date of Grant | | Expiry Date |
Optionee | | | | 380,650 | | | | 0.2300 | | | 10/3/2012 | | 10 years |
Optionee | | | | 490,650 | | | | 0.2300 | | | 10/3/2012 | | 10 years |
Optionee | | | | 245,325 | | | | 0.3000 | | | 1/29/2013 | | 10 years |
Optionee | | | | 81,775 | | | | 0.3000 | | | 1/29/2013 | | 10 years |
Optionee | | | | 230,100 | | | | 0.1200 | | | 5/5/2015 | | 10 years |
Optionee | | | | 1,097,861 | | | | 0.2700 | | | 8/17/2015 | | 10 years |
Optionee | | | | 1,270,419 | | | | 0.2700 | | | 8/17/2015 | | 10 years |
Optionee | | | | 2,700,308 | | | | 0.1400 | | | 3/17/2016 | | 10 years |
Optionee | | | | 1,797,905 | | | | 0.1400 | | | 3/17/2016 | | 10 years |
Optionee | | | | 327,100 | | | | 0.6400 | | | 1/1/2017 | | 10 years |
Optionee | | | | 438,067 | | | | 0.6400 | | | 7/1/2017 | | 10 years |
Optionee | | | | 899,833 | | | | 0.6400 | | | 7/1/2017 | | 10 years |
Optionee | | | | 419,883 | | | | 0.6400 | | | 8/7/2017 | | 10 years |
Optionee | | | | 207,505 | | | | 0.6400 | | | 1/3/2017 | | 10 years |
Optionee | | | | 59,034 | | | | 0.6400 | | | 8/14/2017 | | 10 years |
Optionee | | | | 615,667 | | | | 0.6400 | | | 10/2/2017 | | 10 years |
Optionee | | | | 38,533 | | | | 0.6400 | | | 10/2/2017 | | 10 years |
Optionee | | | | 109,033 | | | | 1.0400 | | | 1/1/2018 | | 10 years |
Optionee | | | | 850,314 | | | | 1.0400 | | | 1/1/2018 | | 10 years |
Optionee | | | | 114,729 | | | | 11.4500 | | | 10/28/2018 | | 10 years |
Optionee | | | | 2,288,164 | | | | 11.4500 | | | 10/28/2018 | | 10 years |
Optionee | | | | 4,749 | | | | 12.2900 | | | 3/28/2019 | | 10 years |
Optionee | | | | 2,849 | | | | 12.2900 | | | 3/28/2019 | | 10 years |
Optionee | | | | 5,540 | | | | 12.2900 | | | 3/28/2019 | | 10 years |
Optionee | | | | 31,990 | | | | 12.2900 | | | 3/28/2019 | | 10 years |
Optionee | | | | 868,010 | | | | 12.2900 | | | 3/28/2019 | | 10 years |
Optionee | | | | 3,271 | | | | 12.2900 | | | 3/28/2019 | | 10 years |
Optionee | | | | 4,591 | | | | 12.2900 | | | 3/28/2019 | | 10 years |
Optionee | | | | 4,907 | | | | 12.2900 | | | 3/28/2019 | | 10 years |
Optionee | | | | 8,020 | | | | 12.2900 | | | 3/28/2019 | | 10 years |
Optionee | | | | 16,041 | | | | 12.2900 | | | 3/28/2019 | | 10 years |
Optionee | | | | 19,945 | | | | 12.2900 | | | 3/28/2019 | | 10 years |
Optionee | | | | 1,520 | | | | 12.2900 | | | 3/28/2019 | | 10 years |
Optionee | | | | 5,699 | | | | 12.2900 | | | 3/28/2019 | | 10 years |
Optionee | | | | 3,166 | | | | 12.2900 | | | 3/28/2019 | | 10 years |
FORM 11 – NOTICE OF PROPOSED STOCK OPTION GRANT
OR AMENDMENT
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Name of Awardee | | No. of Shares | | | Grant Price | | | Original Date of Grant | | Expiration Date |
Holder (RSU) | | 312,500 | | | 0.0000 | | | 3/28/2019 | | N/A |
Holder (RSU) | | 47,870 | | | 0.0000 | | | 3/28/2019 | | N/A |
| (a) | If shareholder approval was required for the grant of options (including prior approval of a stock option plan), state the date that the shareholder meeting approving the grant was or will be held. |
Not applicable.
| (b) | State the date of the news release announcing the grant of options. |
Not applicable.
| (c) | State the total issued and outstanding share capital at the date of grant or amendment. |
Subordinate Voting Shares only as of December 31, 2020: 569,831,140
Subordinate Voting Shares and the Multiple Voting Shares combined as of December 31, 2020: 663,801,845 (the “Outstanding Shares”)
| (d) | State, as a percentage of the issued and outstanding shares of the Issuer indicated in (c) above, the aggregate number of shares that are subject to incentive stock options, including new options, amended options and other presently outstanding options. |
FORM 11 – NOTICE OF PROPOSED STOCK OPTION GRANT
OR AMENDMENT
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Approximately 3.689% of the Outstanding Shares
| (e) | If the new options are being granted pursuant to a stock option plan, state the number of remaining shares reserved for issuance under the plan. |
27,000,000
| (f) | If the Issuer has completed a public distribution of its securities within 90 days of the date of grant, state the per share price paid by the public investors. |
Not applicable.
| (g) | Describe the particulars of any proposed material changes in the affairs of the Issuer. |
Not applicable.
| 4. | Certificate of Compliance |
The undersigned hereby certifies that:
| 1. | The undersigned is a director and/or senior officer of the Issuer and has been duly authorized by a resolution of the board of directors of the Issuer to sign this Certificate of Compliance. |
| 2. | As of the date hereof there is no material information concerning the Issuer which has not been publicly disclosed. |
| 3. | The undersigned hereby certifies to the Exchange that the Issuer is in compliance with the requirements of applicable securities legislation (as such term is defined in National Instrument 14-101) and all Exchange Requirements (as defined in CNSX Policy 1). |
| 4. | All of the information in this Form 11 Notice of Proposed Stock Option Grant or Amendment is true. |
[signature page follows]
FORM 11 – NOTICE OF PROPOSED STOCK OPTION GRANT
OR AMENDMENT
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Dated: | November 11, 2021 | | |
| |
| Peter Clateman |
| Name of Director or Senior Officer |
| |
| (signed) Peter Clateman |
| Signature |
| |
| Chief Legal Officer |
| Official Capacity |
FORM 11 – NOTICE OF PROPOSED STOCK OPTION GRANT
OR AMENDMENT
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