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Filing Details

Accession Number:: 0001019056-22-000692
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-12-28 16:02:45
Reporting Period:: 2022-12-23

Accepted Time:: 2022-12-28 16:02:45
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1778129	Terrascend Corp.	TRSSF	()	DE

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1082644	Jw Partners, Lp	14 North Lake Road Armonk NY 10504		No	No	Yes	No
1549738	Jw Asset Management, Llc	14 North Lake Road Armonk NY 10504	Executive Chairman	Yes	Yes	Yes	No
1778482	J.w. Opportunities Master Fund, Ltd.	27 Hospital Road George Town Grand Cayman E9 KY1-9008		No	No	Yes	No
1778512	Jw Gp, Llc	14 North Lake Road Armonk NY 10504		No	No	Yes	No
1778752	G. Jason Wild	14 North Lake Road Armonk NY 10504		No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Shares	Disposition	2022-12-23	2,149,847	$0.00	88,450,657	No	4	S	Indirect	See footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Shares	Warrants	Disposition	2022-08-23	8,591	$0.00	8,591,000	$5.25

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
28,329,517	2022-08-23	2022-08-23	No	5	J	Indirect

Footnotes

This Form 4 is being filed by JW Asset Management, LLC (the "Advisor") on behalf of itself and JW Partners, LP ("JWP"), JW Opportunities Master Fund, Ltd ("JWO"), JW GP, LLC (the "General Partner"), and Jason G. Wild ("Wild" and, together with the Advisor, JWP, JWO, and the General Partner, the "Reporting Persons"). The Advisor serves as the investment advisor of JWP and JWO. The General Partner serves as general partner to JWP and the manager of JWO. Wild is the managing member of the Advisor and the General Partner.
The amount of 2,149,847 in item 4 of Table I reflect the 2,149,847 Common Shares indirectly disposed of by the Advisor, the General Partner and Wild through two advised investment vehicles distributing such Common Shares to their investors to facilitate planned redemption of the distributees' respective interests in the two advised investment vehicles, requiring the filing of this statement. The distributions effectively lowered the holdings of certain Reporting Persons in the Issuer's Common Shares and were offered to all investors in both advised investment vehicles. The Reporting Persons holding investments in the advised investment vehicles elected to maintain their full investment in both vehicles, and as such did not receive a distribution as part of this transaction.
(Footnote 2 continued). In accordance with Instruction 4(b)(iv) of Form 4, the entire amount of the Issuer's securities held by the Reporting Persons is reported herein. Each of the Advisor, Wild and the General Partner, disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of its or his indirect pecuniary interest therein, and this report shall not be deemed an admission that either the Advisor, Wild or the General Partner are the beneficial owner of such securities for purposes of Section 16 or for any other purposes.
The amount of 88,450,657 in item 5 of Table I includes 2,185,997 direct non-derivative securities beneficially owned by Wild, including the RSUs previously reported.
On August 23, 2022, an aggregate of 8,591 warrants held by the Reporting Persons, with exercise prices substantially in excess of the market value of the Common Shares, expired and were forfeited, because the Reporting Persons did not exercise their purchase rights under those warrants.
The exercise price of the warrants was CAD 7.21, i.e., approximately US$5.25.