Glen S Leibowitz Form 4 Acreage / Glen S Leibowitz 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^*

Leibowitz Glen S

(Last) (First) (Middle)

366 MADISON AVENUE, 11TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2020

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 A Subordinate Voting Shares	02/20/2020		A		28,125(1)	A	$0	1,145,903	D
Common Stock - Class A Subordinate Voting Shares	02/20/2020		A		275,000(2)	A	$0	1,420,903	D
Common Stock - Class A Subordinate Voting Shares								1,100	I	By IRA

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)	$25							(3)	11/14/2028	Common Stock - Class A Subordinate Voting Shares	240,000		240,000	D
Class C-1 Units of High Street Capital Partners, LLC	(4)							(4)	(4)	Common Stock - Class A Subordinate Voting Shares	375,000		375,000	D

Explanation of Responses:

1. These RSUs vested immediately. The shares underlying the RSUs will be issued within 30 days of grant.

2. RSUs vest one-third on each of February 20, 2021, February 20, 2022 and February 20, 2023.

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

4. These Units represent a profits interest security and are convertible into Common Units of High Street Capital Partners, LLC at a ratio as determined by the High Street Capital Partners, LLC Third Amended and Restated Operating Agreement. Common 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. These Units vest 100% on March 15, 2020.

	/s/ Jessica S. Lochmann, Attorney-in-Fact for Glen S. Leibowitz	02/24/2020
	** 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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