| 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 01/01/2024 |
3. Issuer Name and Ticker or Trading Symbol
Greenbrook TMS Inc. [ GBNH ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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) |
| Common Stock | 6,363,636 | I | See footnotes(1)(2)(3) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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 | ||||
| Common Share Conversion Instruments(4) | 07/14/2022 | 09/30/2027 | Common Stock | 3,910,604 | 1.9 | I | See footnotes(1)(2)(5) |
| Subordinated Convertible Notes(6) | 08/15/2023 | 03/31/2028 | Common Stock | 13,837,637 | 0.2168(7)(8) | I | See footnotes(1)(2)(9) |
| Subordinated Convertible Notes(6) | 10/12/2023 | 03/31/2028 | Common Stock | 6,479,481 | 0.2315(7)(10) | I | See footnotes(1)(2)(11) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Represents securities held directly by Madryn Health Partners II, LP ("Health Partners"), Madryn Health Partners II (Cayman Master), LP ("Cayman Master") and, in the case of the Common Share Conversion Instruments described in Table II, Madryn Select Opportunities, LP ("Select Opportunities" and together with Health Partners and Cayman Master, the "Funds"). Madryn Asset Management, LP ("Madryn"), as investment advisor for each of the Funds, and each of Madryn Health Advisors II, LP, Madryn Health Advisors GP II, LLC, Madryn Select Advisors, LP, and Madryn Select Advisors GP, LLC, as general partners for each of the Funds, may be deemed to be beneficial owners of the shares held directly by the Funds. |
| 2. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. |
| 3. Health Partners and Cayman Master directly hold 393,459 and 5,970,177 shares of the Company's common stock ("Common Shares"), respectively. |
| 4. Each of the Funds entered into a common share conversion instrument on July 14, 2022 (collectively, as amended and/or restated from time to time, the "Conversion Instruments") in connection with loans provided under the Company's senior secured credit facility with Madryn and its affiliates. |
| 5. Health Partners, Cayman Master, and Select Opportunities may receive (a) 202,423, (b) 3,071,480 and (c) 636,701 Common Shares, respectively, upon the exercise of the Conversion Instruments. |
| 6. On each of August 15, 2023, September 1, 2023, and October 12, 2023, Health Partners and Cayman Master acquired from the Company subordinated convertible promissory notes (the "Subordinated Convertible Notes"). |
| 7. The Subordinated Convertible Notes are convertible at a price equal to the lesser of (a) 85% of the closing price per Common Shares on Nasdaq or any other market as of the closing date for such Subordinated Convertible Notes and (b)(i) 85% of the 30-day volume weighted average trading price of the Common Shares prior to conversion, or (ii) if the Common Shares are not listed on any of Nasdaq or another trading market at the time of conversion, a per share price based equal to 85% of the fair market value per Common Share as of such date; provided, that, in any event, the Subordinated Convertible Note conversion price shall not be lower than $0.078. The conversion price of the Subordinated Convertible Notes is also subject to customary anti-dilution adjustments |
| 8. The conversion price of the Subordinated Convertible Notes issued on each of August 15, 2023 and September 1, 2023 is $0.2168. |
| 9. With respect to the Subordinated Convertible Notes issued on August 15, 2023 and September 1, 2023, Health Partners and Cayman Master may convert such Subordinated Convertible Notes into an aggregate of 855,571 and 12,982,066 Common Shares, respectively. |
| 10. The conversion price of the Subordinated Convertible Notes issued on October 12, 2023 is $0.2315. |
| 11. With respect to the Subordinated Convertible Notes issued on October 12, 2023, Health Partners and Cayman Master may convert such Subordinated Convertible Notes into an aggregate of 400,622 and 6,078,859 Common Shares, respectively. |
| Madryn Asset Management, LP, By: /s/ Matthew Girandola, Name: Matthew Girandola, Title: Authorized Signatory | 01/11/2024 | |
| Madryn Health Partners II, LP, By: /s/ Matthew Girandola, Name: Matthew Girandola, Title: Authorized Signatory | 01/11/2024 | |
| Madryn Health Partners II (Cayman Master), LP, By: /s/ Matthew Girandola, Name: Matthew Girandola, Title: Authorized Signatory | 01/11/2024 | |
| Madryn Select Opportunities, LP, By: /s/ Matthew Girandola, Name: Matthew Girandola, Title: Authorized Signatory | 01/11/2024 | |
| Madryn Health Advisors II, LP, By: /s/ Matthew Girandola, Name: Matthew Girandola, Title: Authorized Signatory | 01/11/2024 | |
| Madryn Health Advisors GP II, LLC, By: /s/ Matthew Girandola, Name: Matthew Girandola, Title: Authorized Signatory | 01/11/2024 | |
| Madryn Select Advisors, LP, By: /s/ Matthew Girandola, Name: Matthew Girandola, Title: Authorized Signatory | 01/11/2024 | |
| Madryn Select Advisors GP, LLC, By: /s/ Matthew Girandola, Name: Matthew Girandola, Title: Authorized Signatory | 01/11/2024 | |
| ** 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 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
