Richard C. Tarapchak - Sep 3, 2024 Form 4 Insider Report for Verano Holdings Corp. (VRNOF)

Role
EVP, Finance
Signature
/s/ Kevan Fisher, Attorney-in-Fact
Stock symbol
VRNOF
Transactions as of
Sep 3, 2024
Transactions value $
-$35,503
Form type
4
Date filed
9/5/2024, 04:06 PM
Previous filing
Jun 18, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VRNOF Class A Subordinate Voting Shares Options Exercise $0 +36.5K +49.35% $0.00 110K Sep 3, 2024 Direct F1
transaction VRNOF Class A Subordinate Voting Shares Sale -$35.5K -10.5K -9.54% $3.37 99.9K Sep 4, 2024 Direct F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction VRNOF Restricted Stock Units Options Exercise $0 -20.2K -7.39% $0.00 253K Sep 3, 2024 Class A Subordinate Voting Shares 20.2K $0.00 Direct F1, F4, F5
transaction VRNOF Restricted Stock Units Options Exercise $0 -16.3K -6.44% $0.00 237K Sep 3, 2024 Class A Subordinate Voting Shares 16.3K $0.00 Direct F1, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 This transaction represents the settlement of vested restricted stock units into Class A Subordinate Voting Shares.
F2 This transaction represents the sale of Class A subordinate voting shares pursuant to a sell-to-cover transaction in order to satisfy tax withholding obligations in connection with the settlement of Restricted Stock Units previously granted to the Reporting Person. This sale was effected pursuant to sell-to-cover transactions at the Company's sole discretion as agreed to by the Reporting Person in grant agreements signed in connection with the initial issuance of Restricted Stock Units on October 5, 2022 and does not represent a discretionary sale by the Reporting Person.
F3 Represents a weighted average sale price for multiple sale transactions ranging from $3.30 to $3.41 per share, as converted from Canadian dollars. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.
F4 The restricted stock units disposed in this transaction were granted under the Verano Holdings Corp. Stock and Incentive Plan on October 5, 2022. Each restricted stock unit reflects a contingent right to receive one Class A Subordinate Voting Share and vest 25% on each of the 12-, 18-, 24- and 30-month anniversaries of July 11, 2022. There are 20,188 unvested restricted stock units remaining under this tranche.
F5 The restricted stock units disposed in this transaction settled on September 3, 2024.
F6 The restricted stock units disposed in this transaction were granted under the Verano Holdings Corp. Stock and Incentive Plan on October 5, 2022. Each restricted stock unit reflects a contingent right to receive one Class A Subordinate Voting Share and vested 50% on each of the 12- and 24-month anniversaries of July 11, 2022. This tranche of restricted stock units is fully vested.