Vireo Growth (VREO) Form 3 Initial statement of insider ownership

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^*

Chicago Atlantic Credit Opportunities, LLC

(Last) (First) (Middle)

420 NORTH WABASH AVENUE, SUITE 500

(Street)

CHICAGO IL 60611

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/31/2023

3. Issuer Name and Ticker or Trading Symbol
Goodness Growth Holdings, Inc. [ GDNSF ]

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	10,659,506	D
Subordinate Voting Shares	1,138	I	See Footnote(1)

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
2021 Warrants	03/25/2021	03/25/2026	Subordinate Voting Shares	670,620	2.66(2)	I	See Footnote(1)
2021 Warrants	03/25/2021	03/25/2026	Subordinate Voting Shares	525,998	2.66(2)	D
2023 Warrants	04/28/2023	04/28/2028	Subordinate Voting Shares	4,894,561	0.145	D

1. Name and Address of Reporting Person^*

Chicago Atlantic Credit Opportunities, LLC

(Last) (First) (Middle)

420 NORTH WABASH AVENUE, SUITE 500

(Street)

CHICAGO IL 60611

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Chicago Atlantic Advisers, LLC

(Last) (First) (Middle)

420 NORTH WABASH AVENUE, SUITE 500

(Street)

CHICAGO IL 60611

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Chicago Atlantic Group, LP

(Last) (First) (Middle)

420 NORTH WABASH AVENUE, SUITE 500

(Street)

CHICAGO IL 60611

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Chicago Atlantic Manager, LLC

(Last) (First) (Middle)

420 NORTH WABASH AVENUE, SUITE 500

(Street)

CHICAGO IL 60611

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Chicago Atlantic Group GP, LLC

(Last) (First) (Middle)

420 NORTH WABASH AVENUE, SUITE 500

(Street)

CHICAGO IL 60611

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Chicago Atlantic GP Holdings, LLC

(Last) (First) (Middle)

420 NORTH WABASH AVENUE, SUITE 500

(Street)

CHICAGO IL 60611

(City) (State) (Zip)

Explanation of Responses:

1. Chicago Atlantic Group GP, LLC is the general partner of Chicago Atlantic Group, LP which is the managing member of Chicago Atlantic Advisers, LLC which is the investment manager of Chicago Atlantic Credit Opportunities, LLC ("CACO"). Chicago Atlantic GP Holdings, LLC is the managing member of Chicago Atlantic Manager, LLC which is the managing member of CACO. The securities reported as indirectly held in Tables I and II are held directly by another company for which Chicago Atlantic Group, LP serves as managing member. The address for all filing persons is set forth in Box 1. The filing persons disclaim beneficial ownership of all reported securities except to the extent of their pecuniary interest therein, if any.

2. The exercise price is CAD$3.50. The exercise price has been converted to U.S. dollars based on conversion rates current as of the filing of this report.

	/s/ David Kite, Chief Operating Officer for all Filers	07/12/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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