Aaron Nathaniel Miles Form 3 Verano / Aaron Nathaniel Miles 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^*

Miles Aaron Nathaniel

(Last) (First) (Middle)

415 NORTH DEARBORN STREET

4TH FLOOR

(Street)

CHICAGO IL 60654

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/25/2022

3. Issuer Name and Ticker or Trading Symbol
Verano Holdings Corp. [ VRNOF ]

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

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

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)
Class A Subordinate Voting Shares	39,680	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
Nonqualified Stock Option(1)	(2)	02/18/2031	Class B Proportionate Voting Shares(3)	17.12	2,366(4)	D
Restricted Stock Units(5)	(6)	(6)	Class B Proportionate Voting Shares(3)	93	0	D
Restricted Stock Units(5)	(7)	(7)	Class B Proportionate Voting Shares(3)	133.34	0	D
Restricted Stock Units(8)	(9)	(9)	Class A Subordinate Voting Shares	95,054	0	D

Explanation of Responses:

1. The stock options were granted under the Verano Holdings Corp. Stock and Incentive Plan on February 18, 2021.

2. The stock options vest 25% on each of the 12-, 18-, 24- and 30-month anniversaries of the date of grant.

3. Class A Subordinate Voting Shares may be issued in lieu of Class B Proportionate Voting Shares, on an as-converted basis of 100:1, at the discretion of the compensation committee of the board of directors.

4. The stock options have an exercise price of $3,060 Canadian dollars per Class B Proportionate Voting Share.

5. The restricted stock units were granted under the Verano Holdings Corp. Stock and Incentive Plan on February 18, 2021. Each restricted stock unit reflects a contingent right to receive one Class B Proportionate Voting Share.

6. The restricted stock units vest 25% on each of the 12-, 18-, 24- and 30-month anniversaries of the date of grant.

7. The restricted stock units vest 25% on each 6-month anniversary of the date of grant.

8. The restricted stock units were granted under the Verano Holdings Corp. Stock and Incentive Plan on June 23, 2022. Each restricted stock unit reflects a contingent right to receive one Class A Subordinate Voting Share.

9. The restricted stock units vest 41.5% on the 12-month anniversary of June 1, 2022, and 19.5% on each of the following three six-month anniversaries thereafter.

	Jacob M. Phillips, Attorney-in-Fact for Aaron Miles	06/27/2022
	** 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 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).
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