Acreage (ACRDF) Form 3 Acreage / Kevin P Murphy 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^*

Murphy Kevin P

(Last) (First) (Middle)

366 MADISON AVENUE, 11TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/30/2019

3. Issuer Name and Ticker or Trading Symbol
Acreage Holdings, Inc. [ ACRGF ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Chairman and CEO

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)
Common Stock - Class A Subordinate Voting Shares	1,359,532(1)	D
Common Stock - Class C Multiple Voting Shares	168,000	D
Common Stock - Class B Proportionate Voting Shares	16,250	I	By Murphy Capital, LLC
Common Stock - Class B Proportionate Voting Shares	96,852	I	By Kevin Murphy 2018 Annuity Trust

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)	11/14/2028	Common Stock - Class A Subordinate Voting Shares	540,000	25	D
Common Units of High Street Capital Partners, LLC	(3)	(3)	Common Stock - Class A Subordinate Voting Shares	15,957,908	(3)	D

Explanation of Responses:

1. Includes 1,064,300 Restricted Stock Units that vest contingent on the reporting person's continued employment, a portion of which are subject to additional vesting parameters set forth in the Lock-Up and Incentive Agreement..

2. One-third of the options vested on November 14, 2019. The remaining options vest ratably over the subsequent eight quarters.

3. These Units are convertible into Class A Subordinate Voting Shares on a 1:1 basis or cash equivalent thereof at the option of Acreage Holdings, Inc. as set forth in the High Street Capital Partners, LLC Third Amended and Restated Operating Agreement.

	/s/ Jessica S. Lochmann, Attorney-in-Fact for Kevin P. Murphy	12/30/2019
	** 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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