| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 04/02/2021 | 3. Issuer Name and Ticker or Trading Symbol Acreage Holdings, Inc. [ ACRG.A.U ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. 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 Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock - Class D Subordinate Voting Shares | 50,962(1) | D | |
| Common Stock - Class E Subordinate Voting Shares | 67,012(2) | D | |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Option (Right to Buy) | (3) | 02/15/2026 | Common Stock - Class D Subordinate Voting Shares | 333,885 | 3.35 | D | |
| Stock Option (Right to Buy) | (4) | 02/15/2026 | Common Stock - Class E Subordinate Voting Shares | 23,665 | 7.22 | D | |
| Explanation of Responses: |
| 1. Represents 50,962 restricted stock units granted on February 15, 2021 that vest one third on the first three anniversary dates of the date of grant. |
| 2. Represents 67,012 restricted stock units granted on February 15, 2021, of which 15,901 vest one third on the first three anniversary dates of the date of grant. 51,111 are subject to performance-based vesting under which 33 1/3% of the Award will vest if the Board determines that the Company achieved at least 90% of the Consolidated Adjusted EBITDA Target in respect of each of the fiscal years 2021-2023. |
| 3. 161,187 vest one third on the first three anniversary dates of the date of grant. 172,698 are subject to performance-based vesting under which 33 1/3% of the Award will vest if the Board determines that the Company achieved at least 90% of the Consolidated Adjusted EBITDA Target in respect of each of the fiscal years 2021-2023. |
| 4. The options vest one third on the first three anniversary dates of the date of grant. |
| /s/ Jessica S. Lochmann, Attorney-in-Fact for Steve Goertz | 04/09/2021 | |
| ** 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 5 (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. | ||
