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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 03/25/2024 |
3. Issuer Name and Ticker or Trading Symbol
Grown Rogue International Inc. [ GRUSF ] |
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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 | 26,258,303 | I | See footnotes(1)(2)(3) |
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 |
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. Mr. Edelheit is the Managing Member of Mindset Capital LLC, which serves as the investment manager (the "Manager") to Mindset Value Fund LP, Mindset Value Wellness Fund LP, and W&GP Fund 1 LLC (collectively, the "Funds"). |
2. On March 25, 2024, Mindset Value Fund LP acquired 4,873,625 shares and Mindset Value Wellness Fund LP acquired 2,561,994 shares, resulting in Mindset Value Fund LP owning 11,862,625 shares and Mindset Value Wellness Fund LP owning 12,466,547 shares or approximately 13.36% of the outstanding shares. Subsequently between March 26, 2024, and March 27, 2024, Mindset Value Fund LP acquired an additional 1,000,000 shares and W&GP Fund 1 LLC acquired 929,131 shares. |
3. The Manager, and Mr. Edelheit as the Managing Member of the Manager, posses the power to vote and dispose of or direct the disposition of all the 26,258,303 shares held by the Funds. The Manager and Mr. Edelheit disclaim beneficial ownership of any of the shares held by the Funds. |
Mindset Value Fund LP By: /s/ Aaron Edelheit, Managing Member of Mindset Capital LLC, General Partner of Mindset Value Fund LP | 03/27/2024 | |
Mindset Value Wellness Fund LP By: /s/ Aaron Edelheit, Managing Member of Mindset Capital LLC, General Partner of Mindset Value Wellness Fund LP | 03/27/2024 | |
W&GP Fund 1 LLC By: /s/ Aaron Edelheit, Managing Member of Mindset Capital LLC, Managing Member of W&GP Fund 1 LLC | 03/27/2024 | |
Mindset Capital LLC By: /s/ Aaron Edelheit, Managing Member | 03/27/2024 | |
/s/ Aaron Edelheit | 03/27/2024 | |
** 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. |