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^*

GALVIN ROBERT R

(Last)

(First)

(Middle)

C/O IANTHUS CAPITAL HOLDINGS, INC.

420 LEXINGTON AVENUE, SUITE 414

(Street)

NEW YORK

10170

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/05/2021

3. Issuer Name and Ticker or Trading Symbol
iANTHUS CAPITAL HOLDINGS, INC. [ ITHUF ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Interim COO

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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 Shares	226,018	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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Options (right to buy)	⁽¹⁾	10/30/2022	Common Shares	41,825	$2.42⁽²⁾	D
Options (right to buy)	⁽³⁾	01/15/2023	Common Shares	83,650	$5.14⁽²⁾	D
Options (right to buy)	⁽⁴⁾	06/06/2029	Common Shares	400,000	$5.35⁽²⁾	D
Options (right to buy)	⁽⁵⁾	08/06/2029	Common Shares	294,272	$7.5⁽²⁾	D
Warrants (right to buy)	⁽⁶⁾	10/30/2022	Common Shares	50,190	$5.98⁽²⁾	D
Warrants (right to buy)	⁽⁷⁾	10/30/2022	Common Shares	50,190	$3.59⁽²⁾	D

Explanation of Responses:

1. On October 30, 2017, the Issuer granted the Reporting Person options to purchase up to 41,825 common shares. As of the date hereof, all options have vested in full.

2. The exercise price is denominated and reported in Canadian Dollars.

3. On January 15, 2018, the Issuer granted the Reporting Person options to purchase up to 83,650 common shares. As of the date hereof, all options have vested in full.

4. On June 6, 2019, the Issuer granted the Reporting Person options to purchase up to 400,000 common shares. The options vest as follows: 66,666 options vested on September 30, 2019 and the remaining options vest in 10 equal quarterly installments of approximately 33,333 options each with the first installment vesting on December 31, 2019.

5. On August 6, 2019, the Issuer granted the Reporting Person options to purchase up to 294,272 common shares, which options are subject to vesting upon the achievement of certain milestones. As of the date hereof, 223,285 options have vested in full. Assuming milestones are achieved as of each quarter end, the balance of the options will vest as follows: 14,198 options on March 31, 2021; 14,197 options on June 30, 2021; 14,197 options on September 30, 2021; 14,198 options on December 31, 2021; and 14,197 options on March 31, 2022.

6. On October 30, 2017, the Issuer granted the Reporting Person warrants to purchase up to 50,190 common shares which warrants vested immediately in full upon grant.

7. On October 30, 2017, the Issuer granted the Reporting Person warrants to purchase up to 50,190 common shares which warrants vested immediately in full upon grant.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Julius Kalcevich as Attorney-In-Fact for Robert R. Galvin	02/05/2021
	** 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.