JW GP Form 4 TerrAscend / Jason G. Wild 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^*

JW Asset Management, LLC

(Last) (First) (Middle)

14 NORTH LAKE ROAD

(Street)

ARMONK NY 10504

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TerrAscend Corp. [ TRSSF ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/27/2022

4. 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 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
RSUs Common Shares	06/27/2022		A		72,992	A	$2.74(4)	90,370,800	D(1)(2)(3)(5)

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

1. Name and Address of Reporting Person^*

JW Asset Management, LLC

(Last) (First) (Middle)

14 NORTH LAKE ROAD

(Street)

ARMONK NY 10504

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

JW Partners, LP

(Last) (First) (Middle)

14 NORTH LAKE ROAD

(Street)

ARMONK NY 10504

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

J.W. Opportunities Master Fund, Ltd.

(Last) (First) (Middle)

27 HOSPITAL ROAD

GEORGE TOWN

(Street)

GRAND CAYMAN E9 KY1-9008

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

JW GP, LLC

(Last) (First) (Middle)

14 NORTH LAKE ROAD

(Street)

ARMONK NY 10504

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Wild Jason G.

(Last) (First) (Middle)

14 NORTH LAKE ROAD

(Street)

ARMONK NY 10504

(City) (State) (Zip)

Explanation of Responses:

1. This Form 4 is being filed by JW Asset Management, LLC (the "Advisor") on behalf of itself and JW Partners, LP ("JWP"), JW Opportunities Master Fund, Ltd ("JWO"), JW GP, LLC (the "General Partner"), and Jason G. Wild ("Wild" and, together with the Advisor, JWP, JWO, and the General Partner, the "Reporting Persons"). The Advisor serves as the investment advisor of JWP and JWO. The General Partner serves as general partner to JWP and the manager of JWO. Wild is the managing member of the Advisor and the General Partner.

2. The amount of 72,992 in item 4 of Table I reflect the 72,992 RSUs granted by the Issuer to Wild as director compensation requiring the filing of this statement. In accordance with Instruction 4(b)(iv) of Form 4, the entire amount of the Issuer's securities held by the Reporting Persons is reported herein. Each of the Advisor, Wild and the General Partner, disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of its or his indirect pecuniary interest therein, and this report shall not be deemed an admission that either the Advisor, Wild or the General Partner are the beneficial owner of such securities for purposes of Section 16 or for any other purposes.

3. The amount of 90,370,800 in item 5 of Table I includes 1,956,293 direct non-derivative securities beneficially owned by Wild.

4. The price of $2.74 in item 4 of Table I is the closing price of the Issuer's Common Shares on 06/27/2022.

5. The RSUs were granted on 06/27/2022 and the date exercisable is 12/31/2022.

	/s/ Jason Klarreich, Attorney-in-Fact, JW Asset Management, LLC	06/29/2022
	** 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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