Sampson Robert M SC 13G Cresco Labs / Sampson Robert M ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.     )*

Cresco Labs Inc.

(Name of Issuer)

Subordinate Voting Shares

(Title of Class of Securities)

CA22587M1068

(CUSIP Number)

12/31/2021

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d–1(b)

☐ Rule 13d–1(c)

☒ Rule 13d–1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. CA22587M1068

(1)	Names of reporting persons:   Robert M. Sampson
(2)	Check the appropriate box if a member of a group (see instructions)   (a)  ☐        (b)  ☐
(3)	SEC use only
(4)	Citizenship or place of organization:   United States

Number of shares  beneficially  owned by each reporting person with:	(5)	Sole voting power:   200,680,159(1)
	(6)	Shared voting power:   0
	(7)	Sole dispositive power:   200,680,159(1)
	(8)	Shared dispositive power:   0

(9)	Aggregate amount beneficially owned by each reporting person:   200,680,159(1)
(10)	Check if the aggregate amount in Row (9) excludes certain shares (see instructions)   ☐
(11)	Percent of class represented by amount in Row (9)   15.5%
(12)	Type of reporting person (see instructions):   IN

⁽¹⁾  Represents voting power of: (i) 4 Proportionate Voting Shares, each of which is entitled to 200 votes per share; (ii) 100,000 Super Voting Shares, each of which is entitled to 2,000 votes per share; and (iii) 679,359 vested options, exercisable for 679,359 Subordinate Voting Shares, each of which is entitled to 1 vote per share.

SCHEDULE 13G

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Item 1(a) Name of issuer: Cresco Labs Inc.

Item 1(b) Address of issuer’s principal executive offices: 400 W. Erie Street, Suite 110, Chicago, IL 60654

2(a) Name of person filing:

Robert M. Sampson

2(b) Address or principal business office or, if none, residence:

c/o Cresco Labs Inc., 400 W Erie Street, Suite 110, Chicago, IL 60654

2(c) Citizenship:

United States

2(d) Title of class of securities:

Subordinate Voting Shares

2(e) CUSIP No.: CA22587M1068

Item 3. If this statement is filed pursuant to §§240.13d–1(b) or 240.13d–2(b) or (c), check whether the person filing is a:

(a) ☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b) ☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c) ☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d) ☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a–8);

(e) ☐ An investment adviser in accordance with §240.13d–1(b)(1)(ii)(E);

(f) ☐ An employee benefit plan or endowment fund in accordance with §240.13d–1(b)(1)(ii)(F);

(g) ☐ A parent holding company or control person in accordance with §240.13d–1(b)(1)(ii)(G);

(h) ☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i) ☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a–3);

(j) ☐ A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);

(k) ☐ Group, in accordance with §240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution:                                         

Item 4. Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a) Amount beneficially owned: 200,680,159⁽¹⁾

(b) Percent of class: 15.5%

SCHEDULE 13G

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(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote: 200,680,159⁽¹⁾

(ii) Shared power to vote or to direct the vote 0.

(iii) Sole power to dispose or to direct the disposition of 200,680,159⁽¹⁾

(iv) Shared power to dispose or to direct the disposition of 0.

Item 5. Ownership of 5 Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☐.

Dissolution of a group requires a response to this item.

Item 6. Ownership of More than 5 Percent on Behalf of Another Person.

Not Applicable

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not Applicable

Item 8. Identification and Classification of Members of the Group.

Not Applicable

Item 9. Notice of Dissolution of Group.

Not Applicable

Item 10. Certifications

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect other than activities solely in connection with a nomination under §240.14a-11.

SCHEDULE 13G

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Signatures

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:	2/14/2022	Signature:	/s/ Robert M. Sampson
		Name:	Robert M. Sampson