Thut Andrew Form 4 4Front Ventures / ANDREW THUT 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^*

THUT ANDREW

(Last) (First) (Middle)

C/O 4FRONT VENTURES CORP.

5060 N. 40TH STREET, SUITE 120

(Street)

PHOENIX AZ 85018

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
4Front Ventures Corp. [ FFNTF ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/23/2023

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

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)	$0.76(1)	06/23/2023		D			500,000	(2)	08/22/2024	Class A Subordinate Voting Shares	500,000	(3)	5,965,040	D
Stock Option (right to buy)	$0.65(4)	06/23/2023		D			500,000	(5)	09/15/2025	Class A Subordinate Voting Shares	500,000	(6)	5,965,040	D
Stock Option (right to buy)	$1.23(7)	06/23/2023		D			2,000,000	(8)	03/18/2026	Class A Subordinate Voting Shares	2,000,000	(9)	5,965,040	D
Stock Option (right to buy)	$0.46(10)	06/23/2023		D			5,045,600	11/16/2022	11/16/2027	Class A Subordinate Voting Shares	5,045,600	(11)	5,965,040	D
Stock Option (right to buy)	$0.14(12)	06/23/2023		A		8,045,600		(13)	06/23/2028	Class A Subordinate Voting Shares	8,045,600	(3)(6)(9)(11)	14,011,040	D

Explanation of Responses:

1. Converted from Canadian exercise price of C$1.00 using an exchange rate of C$1.3199 = US$1.00 as of June 23, 2023.

2. The option was granted on August 22, 2019 and vested as follows: one-third on August 22, 2020, one-third on August 21, 2021, and one-third on August 22, 2022.

3. The reporting person agreed to cancellation of an option granted to him on August 22, 2019, in exchange for a new option having a lower exercise price.

4. Converted from Canadian exercise price of C$0.86 using an exchange rate of C$1.3199 = US$1.00 as of June 23, 2023.

5. The option was granted on September 15, 2020 and vested as follows: one-half on March 15, 2021, and one-half on September 15, 2021.

6. The reporting person agreed to cancellation of an option granted to him on September 15, 2020, in exchange for a new option having a lower exercise price.

7. Converted from Canadian exercise price of C$1.63 using an exchange rate of C$1.3199 = US$1.00 as of June 23, 2023.

8. The option was granted on March 21, 2021 and vested in three equal installments on each of September 18, 2021, March 18, 2022, and September 18, 2022.

9. The reporting person agreed to cancellation of an option granted to him on March 21, 2021, in exchange for a new option having a lower exercise price.

10. Converted from Canadian exercise price of C$0.61 using an exchange rate of C$1.3199 = US$1.00 as of June 23, 2023.

11. The reporting person agreed to cancellation of an option granted to him on November 16, 2022, in exchange for a new option having a lower exercise price.

12. Converted from Canadian exercise price of C$0.19 using an exchange rate of C$1.3199 = US$1.00 as of June 23, 2023.

13. The options will vest 1/3rd on December 23, 2023, 1/3rd on June 23, 2024, and 1/3rd on December 23, 2024.

Remarks:

	/s/ Andrew Thut	06/29/2023
	** 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).
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