| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol GreenLight Biosciences Holdings, PBC [ GRNA ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 02/02/2022 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 02/02/2022 | A | 14,343,021 | A | (1) | 14,343,021 | I | by Builders Vision, LLC(2)(3) | ||
| Common Stock | 02/02/2022 | P | 1,500,000 | A | $10(4) | 15,843,021 | I | by Builders Vision, LLC(2)(3) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Issued pursuant to the terms of a business combination agreement involving the issuer and GreenLight Biosciences, Inc. in exchange for capital stock previously issued by such company. |
| 2. Shares owned directly: 3,673,694 by S2G Builders Food & Agriculture Fund III, L.P. ("Fund III"); 2,087,043 by S2G Ventures Fund I, L.P. ("Fund I"); and 8,582,284 by S2G Ventures Fund II, L.P. ("Fund II"). Builders Vision, LLC is Manager of Funds I and II, and General Partner of Fund III, and has power to vote or direct the voting of shares held by the funds. General Partners of Fund I and Fund II are S2G Ventures, LLC and S2G Ventures II, LLC, respectively. |
| 3. (Continued) Mr. Walker, a director of the Issuer, is a Managing Director at Builders Vision, LLC, the impact platform founded by Lukas T. Walton. By virtue of the foregoing, S2G Ventures LLC, S2G Ventures II, LLC, and Mr. Walton may be deemed to indirectly beneficially own (as defined in Rule 13d-3 of the Exchange Act) the shares of common stock held by the respective funds. Mr. Walker and Mr. Walton each disclaims beneficial ownership of these shares of common stock except to the extent of any pecuniary interest therein. |
| 4. Amount consists of 1,500,000 shares of common stock issued pursuant to a subscription agreement entered into between the Issuer and S2G Builders Food & Agriculture Fund III, L.P. |
| Remarks: |
| S2G Advisors, LLC has changed its name to Builders Vision, LLC. Mr. Walker's middle name is spelled Allen, not Alan. |
| /s/ David Kennedy, Attorney-in-fact for Matthew Allen Walker | 02/04/2022 | |
| /s/ Lisa J. Forbes, as authorized officer of Builders Vision, LLC | 02/04/2022 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
