Acreage (ACRDF) Form 4 Acreage / Kevin P Murphy ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Murphy Kevin P

(Last) (First) (Middle)

450 LEXINGTON AVENUE, #3308

(Street)

NEW YORK NY 10163

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Acreage Holdings, Inc. [ ACRG.A.U ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2020

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock - Class D Subordinate Voting Shares	12/31/2020		A		178,660(1)	A	$0	650,982(2)	D
Common Stock - Class E Subordinate Voting Shares	12/31/2020		A		21,825	A	$0	1,123,909(2)	D
Common Stock - Class D Subordinate Voting Shares								195,000(2)	I	By Murphy Capital, LLC
Common Stock - Class E Subordinate Voting Shares								455,000(2)	I	By Murphy Capital, LLC
Common Stock - Class D Subordinate Voting Shares								1,162,224(2)	I	By Kevin Murphy 2018 Annuity Trust
Common Stock - Class E Subordinate Voting Shares								2,711,856(2)	I	By Kevin Murphy 2018 Annuity Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$2.05	12/31/2020		A		19,512		(3)	12/31/2025	Common Stock - Class D Subordinate Voting Shares	19,512	$0	19,512	D
Common Units of High Street Capital Partners, LLC	(4)							(4)	(4)	See Footnote(4)	15,957,908		15,957,908	D

Explanation of Responses:

1. 78,049 of the RSUs vest ratably over the subsequent four quarters.

2. Pursuant to the Amended Arrangement between Canopy Growth Corporation and Acreage Holdings, Inc., implemented on September 23, 2020, Acreage's articles have been amended to create new Class E subordinate voting shares (the "Fixed Shares"), Class D subordinate voting shares (the "Floating Shares") and Class F multiple voting shares (the "Fixed Multiple Shares"). Each existing Class A subordinate voting share of Acreage (each, a "Subordinate Voting Share") has been exchanged for 0.7 of a Fixed Share and 0.3 of a Floating Share, each existing Class B proportionate voting share (each, a "Proportionate Voting Share") has been exchanged for 28 Fixed Shares and 12 Floating Shares and each existing Class C multiple share (each, a "Multiple Voting Share") has been exchanged for 0.7 of a Fixed Multiple Share and 0.3 of a Floating Share.

3. Options vest ratably over the subsequent four quarters.

4. These Units are convertible into 0.7 of a Class E subordinate voting share and 0.3 of a Class D subordinate voting share or the 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	01/05/2021
	** 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 4 (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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