Gold Flora (GRAM) Form 4 Gold Flora / Albert John Foreman 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^*

Foreman Albert John

(Last) (First) (Middle)

3165 RED HILL AVENUE

(Street)

COSTA MESA CA 92626

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Gold Flora Corp. [ GRAM ]

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)
02/01/2024

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	02/01/2024		M		505	A	(1)	54,300	D
Common Shares								4,086,974	I	See Footnote(2)

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	(3)	02/01/2024		M			505	(3)	(3)	Common Shares	505	$0	52,273	D

Explanation of Responses:

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

2. 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. Foreman disclaims beneficial ownership over these shares, except to the extent of his pecuniary interest.

3. On June 30, 2022, the reporting person was granted 100,000 RSU's, 33% of which vested 1 year after the grant date (the "Initial Vesting Period"). The remaining RSUs vest in 8 equal quarterly installments. On June 1, 2021, the reporting person was granted 20,226 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:

	/s/ Albert Foreman	02/01/2024
	** 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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