SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
ACREAGE HOLDINGS, INC.
(Name of Issuer)
Class E Subordinate Voting Shares, no par value
Class D Subordinate Voting Shares, no par value
(Title of Class of Securities)
00489Y147
00489Y154
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| ¨ | Rule 13d-1(c) |
| x | Rule 13d-1(d) |
| CUSIP Nos. 00489Y147 and 00489Y154 | ||
| 1 | NAME OF REPORTING PERSONS
Kevin P. Murphy | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x | |
| 3 | SEC USE ONLY
| |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
5,330,590 Class D Subordinate Voting Shares (“Floating Shares”)* 11,926981 Class E Subordinate Voting Shares (“Fixed Shares”)* |
| 6 | SHARED VOTING POWER
1,357,227 Floating Shares* 3,166,864 Fixed Shares* | |
| 7 | SOLE DISPOSITIVE POWER
5,330,590 Floating Shares* 11,926981 Fixed Shares* | |
| 8 | SHARED DISPOSITIVE POWER
1,357,227 Floating Shares* 3,166,864 Fixed Shares* | |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,687,817 Floating Shares* 15,093,845 Fixed Shares* | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
___17.7__% of the Floating Shares** ___17.5__% of the Fixed Shares** | |
| 12 | TYPE OF REPORTING PERSON
IN | |
*This amount includes 15,957,908 common units of High Street Capital Partners, LLC that are convertible into Floating Shares and Fixed Shares at a ratio of 0.7 and 0.3, respectively, and 19,512 options that are exercisable for Floating Shares and Class B Proportionate Voting Shares, which are also convertible into Floating Shares and Fixed Shares, held by the Reporting Persons (the “Unconverted Shares”).
** This amount is based upon the latest reported total issued and outstanding share amounts reported by the Issuer as of December 31, 2021 and the Unconverted Shares.
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| CUSIP Nos. 00489Y147 and 00489Y154 | ||
| 1 | NAME OF REPORTING PERSONS
Murphy Capital, LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x | |
| 3 | SEC USE ONLY
| |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
-0- |
| 6 | SHARED VOTING POWER
195,000 Floating Shares* 455,000 Fixed Shares* | |
| 7 | SOLE DISPOSITIVE POWER
-0- | |
| 8 | SHARED DISPOSITIVE POWER
195,000 Floating Shares* 455,000 Fixed Shares* | |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
195,000 Floating Shares* 455,000 Fixed Shares* | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
__0.59___% of the Floating Shares** __0.60___% of the Fixed Shares** | |
| 12 | TYPE OF REPORTING PERSON
CO | |
* This amount includes 16,250 Class B Proportionate Voting Shares, which are also convertible into Floating Shares and Fixed Shares, held by the Reporting Persons.
** This amount is based upon the latest reported total issued and outstanding share amounts reported by the Issuer as of December 31, 2021.
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| CUSIP Nos. 00489Y147 and 00489Y154 | ||
| 1 | NAME OF REPORTING PERSONS
The Brendan McAloon Murphy Trust of 2018*** | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x | |
| 3 | SEC USE ONLY
| |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
New York | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
-0- |
| 6 | SHARED VOTING POWER
290,556 Floating Shares* 677,966 Fixed Shares* | |
| 7 | SOLE DISPOSITIVE POWER
-0- | |
| 8 | SHARED DISPOSITIVE POWER
290,556 Floating Shares* 677,966 Fixed Shares* | |
| 89 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
290,556 of the Floating Shares* 677,966 of the Fixed Shares* | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
___0.88__% of the Floating Shares** ___0.90__% of the Fixed Shares** | |
| 12 | TYPE OF REPORTING PERSON
OO | |
* This amount includes some of the 96,852.31 Class B Proportionate Voting Shares, which are also convertible into Floating Shares and Fixed Shares, held by the Reporting Persons.
** This amount is based upon the latest reported total issued and outstanding share amounts reported by the Issuer as of December 31, 2021.
*** Kevin Murphy is the husband of Colleen Murphy. Colleen Murphy is the sole trustee of the The Brendan McAloon Murphy Trust of 2018, The Eamon John Murphy Trust of 2018, The Maeve Ahern Murphy Trust of 2018, The Murphy-McAloon Family Trust of 2018 (the “Trusts”). Kevin Murphy does not have any voting or dispositive control over any assets, including but not limited to securities, held by the Trust.
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| CUSIP Nos. 00489Y147 and 00489Y154 | ||
| 1 | NAME OF REPORTING PERSONS
The Eamon John Murphy Trust of 2018*** | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x | |
| 3 | SEC USE ONLY
| |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
New York | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
-0- |
| 6 | SHARED VOTING POWER
290,556 Floating Shares* 677,966 Fixed Shares* | |
| 7 | SOLE DISPOSITIVE POWER
-0- | |
| 8 | SHARED DISPOSITIVE POWER
290,556 Floating Shares* 677,966 Fixed Shares* | |
| 89 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
290,556 of the Floating Shares* 677,966 of the Fixed Shares* | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
___0.88__% of the Floating Shares** ___0.90__% of the Fixed Shares** | |
| 12 | TYPE OF REPORTING PERSON
OO | |
* This amount includes some of the 96,852.31 Class B Proportionate Voting Shares, which are also convertible into Floating Shares and Fixed Shares, held by the Reporting Persons.
** This amount is based upon the latest reported total issued and outstanding share amounts reported by the Issuer as of December 31, 2021.
*** Kevin Murphy is the husband of Colleen Murphy. Colleen Murphy is the sole trustee of the Trusts. Kevin Murphy does not have any voting or dispositive control over any assets, including but not limited to securities, held by the Trust.
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| CUSIP Nos. 00489Y147 and 00489Y154 | ||
| 1 | NAME OF REPORTING PERSONS
The Maeve Ahern Murphy Trust of 2018*** | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x | |
| 3 | SEC USE ONLY
| |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
New York | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
-0- |
| 6 | SHARED VOTING POWER
290,556 Floating Shares* 677,966 Fixed Shares* | |
| 7 | SOLE DISPOSITIVE POWER
-0- | |
| 8 | SHARED DISPOSITIVE POWER
290,556 Floating Shares* 677,966 Fixed Shares* | |
| 89 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
290,556 of the Floating Shares* 677,966 of the Fixed Shares* | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
___0.88__% of the Floating Shares** ___0.90__% of the Fixed Shares** | |
| 12 | TYPE OF REPORTING PERSON
OO | |
* This amount includes some of the 96,852.31 Class B Proportionate Voting Shares, which are also convertible into Floating Shares and Fixed Shares, held by the Reporting Persons.
** This amount is based upon the latest reported total issued and outstanding share amounts reported by the Issuer as of December 31, 2021.
*** Kevin Murphy is the husband of Colleen Murphy. Colleen Murphy is the sole trustee of the Trusts. Kevin Murphy does not have any voting or dispositive control over any assets, including but not limited to securities, held by the Trust.
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| CUSIP Nos. 00489Y147 and 00489Y154 | ||
| 1 | NAME OF REPORTING PERSONS
The Murphy-McAloon Family Trust of 2018*** | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x | |
| 3 | SEC USE ONLY
| |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
New York | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
-0- |
| 6 | SHARED VOTING POWER
290,556 Floating Shares* 677,966 Fixed Shares* | |
| 7 | SOLE DISPOSITIVE POWER
-0- | |
| 8 | SHARED DISPOSITIVE POWER
290,556 Floating Shares* 677,966 Fixed Shares* | |
| 89 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
290,556 of the Floating Shares* 677,966 of the Fixed Shares* | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
___0.88__% of the Floating Shares** ___0.90__% of the Fixed Shares** | |
| 12 | TYPE OF REPORTING PERSON
OO | |
* This amount includes some of the 96,852.31 Class B Proportionate Voting Shares, which are also convertible into Floating Shares and Fixed Shares, held by the Reporting Persons.
** This amount is based upon the latest reported total issued and outstanding share amounts reported by the Issuer as of December 31, 2021.
*** Kevin Murphy is the husband of Colleen Murphy. Colleen Murphy is the sole trustee of the Trusts. Kevin Murphy does not have any voting or dispositive control over any assets, including but not limited to securities, held by the Trust.
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The following constitutes the Schedule 13G (the “Schedule 13G”) filed by the undersigned.
Item 1
| (a) | Name of Issuer: |
Acreage Holdings, Inc.
| (b) | Address of Issuer’s Principal Executive Offices: |
450 Lexington Avenue, #3308
New York, New York 10163
Item 2
| (a) | Name of Person Filing |
This Schedule 13G is being filed pursuant to Rule 13d-1(d) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on behalf of (i) Kevin P. Murphy, an individual (“Mr. Murphy”); (ii) Murphy Capital, LLC, a Connecticut limited liability company over which Mr. Murphy exercises direction and control (“Murphy Capital”); and (iii) the Trusts (the Trusts and together with Mr. Murphy and Murphy Capital, the “Reporting Persons”).
Pursuant to a capital reorganization of the Issuer on September 23, 2020, the Reporting Persons acquired the securities the subject of this Schedule 13G, and subsequent to the acquisition the securities were registered under Section 12(g) of the Exchange Act.
| (b) | Address of Principal Business Office or, if none, Residence |
The address of the principal business office of each of the Reporting Persons is 450 Lexington Ave, #3308, New York, New York 101631.
| (c) | Citizenship |
Mr. Murphy is a citizen of the United States of America. Murphy Capital was organized in Connecticut. The Trust was formed under the laws of the State of New York.
| (d) | Title of Class of Securities |
Class E Subordinate Voting Shares, no par value (“Fixed Shares”).
Class D Subordinate Voting Shares, no par value (“Floating Shares”).
| (e) | CUSIP Nos. |
00489Y147 – for Fixed Shares
00489Y154 – for Floating Shares
| Item 3 | Not Applicable |
| Item 4 | Ownership |
| (a) | Amount Beneficially Owned: See Item 9 of each cover page, which is incorporated herein by reference. |
| (b) | Percent of Class: See Item 11 of each cover page, which is incorporated herein by reference. |
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| (c) | Number of shares as to which the person has: |
| i. | Sole power to vote: See Item 5 of each cover page, which is incorporated herein by reference. |
| ii. | Shared power to vote: See Item 6 of each cover page, which is incorporated herein by reference. |
| iii. | Sole power to dispose or to direct the disposition of: See Item 7 of each cover page, which is incorporated herein by reference. |
| iv. | Shared power to dispose or to direct the disposition of: See Item 8 of each cover page, which is incorporated herein by reference. |
| Item 5 | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ¨
| Item 6 | Ownership of More Than Five Percent on Behalf of Another Person |
Not Applicable
| Item 7. | Identification and Classification of Subsidiary Which Acquired the Securities: |
Not Applicable
| Item 8. | Identification and Classification of Members of the Group: |
See Item 2(a).
| Item 9. | Notice of Dissolution of Group: |
Not applicable.
| Item 10. | Certification: |
Not applicable.
Material to Be Filed as Exhibits
| 99.1 | Joint Filing Agreement dated February 14, 2022 by and among Kevin P. Murphy, Murphy Capital, LLC and the Trusts. |
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SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct.
| Dated: | February 14, 2022 |
| /s/ | Kevin P. Murphy | Murphy Capital, LLC | ||
| Kevin P. Murphy | ||||
| By: | /s/ Kevin P. Murphy | |||
| Kevin P. Murphy | ||||
| President | ||||
| Brendan McAloon Murphy Trust of 2018 | ||||
| By: | /s/ Colleen McAloon Murphy | |||
| Colleen McAloon Murphy | ||||
| Trustee | ||||
| Eamon John Murphy Trust of 2018 | ||||
| By: | /s/ Colleen McAloon Murphy | |||
| Colleen McAloon Murphy | ||||
| Trustee | ||||
| Maeve Ahern Murphy Trust of 2018 | ||||
| By: | /s/ Colleen McAloon Murphy | |||
| Colleen McAloon Murphy | ||||
| Trustee | ||||
| Murphy-McAloon Family Trust of 2018 | ||||
| By: | /s/ Colleen McAloon Murphy | |||
| Colleen McAloon Murphy | ||||
| Trustee | ||||
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