Gold Flora (GRAM) Form 4 TPCO Holding / Michael Auerbach 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^*

Auerbach Michael

(Last) (First) (Middle)

1550 LEIGH AVENUE

(Street)

SAN JOSE CA 95125

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2022

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 Shares	07/01/2022		M		607	A	(1)	19,474	D
Common Shares	03/15/2022		J		308(2)	A	$10(2)	6,654,334	I	See Footnote(3)

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
Restricted Stock Units	(1)	06/30/2022		A		100,000		(4)	(4)	Common Shares	100,000	$0.00	114,563	D
Restricted Stock Units	(1)	07/01/2022		M			607	(5)	(5)	Common Shares	607	$0.00	113,956	D

Explanation of Responses:

1. Restricted stock units ("RSUs") convert into Common Shares on a one-for-one basis.

2. These shares were issued to Murphy Ofutt Common LLC pursuant to the terms of the agreement (the "LCV Acquisition Agreement") pursuant to which the Issuer acquired Left Coast Ventures, Inc. in connection with a tax deficiency holdback. Pursuant to terms of the LCV Acquistion Agreement, the Common Shares are valued at $10 per share.

3. Consists of 6,606,845 Common Shares held by M3 DAAT LLC, 3,952 Common Shares held by Murphy Ofutt LCV LLC, 100 Common Shares held by Murphy Ofutt LLC and 308 Common Shares held by Murphy Ofutt Common LLC . Mr. Auerbach disclaims beneficial ownership over all of the shares held by these entities, except to the extent of his pecuniary interest.

4. On June 30, 2022, the reporting person was granted 100,000 RSU's, 33% of which vests 1 year after the grant date. The remaining RSUs vest in 8 equal quarterly installments beginning on September 30, 2023.

5. On June 1, 2021, the reporting person was granted 24,271 RSU's, 25% of which vested 180 days after the grant date (the "Initial Vesting Period"). The remaining RSUs vest in 30 equal monthly installments beginning on the first day of the first month following the Initial Vesting Period.

Remarks:

	By: /s/ Michael Auerbach	07/05/2022
	** 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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