Edward Aloysious McDermott III Form 4 Verano / Edward Aloysious McDermott III 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^*

McDermott Edward Aloysious III

(Last) (First) (Middle)

224 WEST HILL STREET, SUITE 400

(Street)

CHICAGO IL 60610

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/03/2024

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
Class A Subordinate Voting Shares	06/03/2024		M(1)		86,443	A	$0	132,243	D

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(2)	$0	06/03/2024		M(1)			8,625	(3)	(3)	Class A Subordinate Voting Shares	8,625	$0	400,382	D
Restricted Stock Units(4)	$0	06/03/2024		M(1)			6,540	(5)	(5)	Class A Subordinate Voting Shares	6,540	$0	393,842	D
Restricted Stock Units(6)	$0	06/03/2024		M(1)			46,971	(7)	(7)	Class A Subordinate Voting Shares	46,971	$0	346,871	D
Restricted Stock Units(8)	$0	06/03/2024		M(1)			24,307	(9)	(9)	Class A Subordinate Voting Shares	24,307	$0	322,564	D

Explanation of Responses:

1. This transaction represents the settlement of vested restricted stock units into Class A Subordinate Voting Shares.

2. The restricted stock units disposed in this transaction were granted under the Verano Holdings Corp. Stock and Incentive Plan on February 16, 2022. Each restricted stock unit reflects a contingent right to receive one Class A Subordinate Voting Share and vested 25% on November 29, 2022, 25% on May 29, 2023, 25% on November 29, 2023 and 25% on May 29, 2023.

3. The restricted stock units disposed in this transaction settled on June 3, 2024.

4. The restricted stock units disposed in this transaction 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 and vested 25% on June 1, 2023, 25% on December 1, 2023 and 25% on June 1, 2024 and will thereafter vest 25% on December 1, 2024.

5. The restricted stock units disposed in this transaction settled on June 3, 2024.

6. The restricted stock units disposed in this transaction were granted under the Verano Holdings Corp. Stock and Incentive Plan on June 1, 2023. Each restricted stock unit reflects a contingent right to receive one Class A Subordinate Voting Share and vested 25% on June 1, 2024 and thereafter will vest 25% on each six-month anniversary of June 1, 2024.

7. The restricted stock units disposed in this transaction settled on June 3, 2024.

8. The restricted stock units disposed in this transaction were granted under the Verano Holdings Corp. Stock and Incentive Plan on September 1, 2023. Each restricted stock unit represents a contingent right to receive one Class A Subordinate Voting Share and vested 25% on June 1, 2024 and thereafter will vest 25% on each six-month anniversary of June 1, 2024.

9. The restricted stock units disposed in this transaction settled on June 3, 2024.

	/s/ Kevan Fisher, Attorney-in-Fact	06/05/2024
	** Signature of Reporting Person	Date
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