Gold Flora (GRAM) Form 3 TPCO Holding / Albert John Foreman ownership change

SEC Form 3

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^*

Foreman Albert John

(Last) (First) (Middle)

1550 LEIGH AVENUE

(Street)

SAN JOSE CA 95125

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/08/2021

3. Issuer Name and Ticker or Trading Symbol
TPCO Holding Corp. [ GRAMF ]

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

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

5. 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 Beneficially Owned
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 Shares	4,049,999	I	See Footnote(1)

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
Restricted Stock Units	(2)	(2)	Common Shares	20,226	(2)	D

Explanation of Responses:

1. Represents Common Shares held by affiliates of Tuatara Capital. Mr. Foreman is a Managing Partner and the Chief Investment Officer of Tuatara Capital and shares voting and dispositive power of these Common Shares with two other persons. Mr. Forman disclaims beneficial ownership over these shares, except to the extent of his pecuniary interest.

2. Each restricted stock unit ("RSU") represents the right to receive one Common Share upon vesting. The RSUs vest over a three-year period, with one-sixth vesting after 180 days and the remaining vesting ratably each month over the following 30 months.

Remarks:

Exhibit 24.1 - Power of Attorney

	/s/ Al Forman	10/08/2021
	** 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).
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