SEC FORM 3 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*
True Harvest, LLC

(Last) (First) (Middle)
4216 N. 43RD STREET

(Street)
PHOENIX AZ 85018

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
12/31/2021
3. Issuer Name and Ticker or Trading Symbol
Greenrose Holding Co Inc. [ GNRS ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Common Stock 4,430,378(1) 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
Convertible Promissory Note 12/31/2021 12/31/2024 Common Stock 2,300,000(2) 10 D
1. Name and Address of Reporting Person*
True Harvest, LLC

(Last) (First) (Middle)
4216 N. 43RD STREET

(Street)
PHOENIX AZ 85018

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Macchiaroli Michael

(Last) (First) (Middle)
4216 N. 43RD STREET

(Street)
PHOENIX AZ 85018

(City) (State) (Zip)
Explanation of Responses:
1. Represents shares held by True Harvest, LLC ("True Harvest"). Michael Macchiaroli is the sole manager of True Harvest and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
2. Represents shares (the "Convertible Note Shares") issuable upon conversion of a convertible promissory note (the "Convertible Note") in the aggregate principal amount of $23 million held by True Harvest. The Convertible Note bears interest at a rate of 8.0% per annum and matures on December 31, 2024. All amounts of principal and interest under the Convertible Note may be paid in shares of common stock of The Greenrose Holding Company Inc. at a conversion price equal to $10.00, subject to adjustment, or, at True Harvest's election, in cash. The number of Convertible Note Shares reported in this Column 3 excludes shares issuable at the election of True Harvest upon conversion of accrued interest under the Convertible Note. Michael Macchiaroli is the sole manager of True Harvest and disclaims beneficial ownership of the Convertible Note Shares except to the extent of his pecuniary interest therein.
/s/ Michael Macchiaroli, Manager of True Harvest, LLC 01/11/2022
/s/ Michael Macchiaroli 01/11/2022
** 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).
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