SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Auerbach Michael (Last) (First) (Middle) 1550 LEIGH AVENUE (Street) SAN JOSE CA 95125 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol TPCO Holding Corp. [ GRAMF ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 07/07/2023
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares	07/07/2023		A		8,949(1)	A	$0.22(2)	68,704	D
Common Shares	07/07/2023		D		68,704(3)	D	(3)	0	D
Common Shares	07/07/2023		A		632,365(4)	A	$0.22(2)	7,286,699	I	See Footnote(4)
Common Shares	07/07/2023		D		7,286,699	D	$0(3)	0	I	See Footnote(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(6)	07/07/2023		D			73,675	(6)	(6)	Common Shares	73,675	$0	0	D

Explanation of Responses:

1. Represents the payment of Common Shares to Mr. Auerbach triggered by the Business Combination (as defined below) pursuant to an earn-out agreement dated November 24, 2020 (the "Earnout Agreement").

2. In Canadian Dollars. The price represents the deemed price of the Common Shares pursuant to the Earnout Agreement.

3. Represents the disposition of Common Shares in connection with the business combination (the "Business Combination") involving the Issuer, Gold Flora, LLC ("Gold Flora"), Stately Capital Corporation ("Stately"), Gold Flora Corporation ("Newco") and Golden Grizzly Bear LLC ("US Merger Sub") in accordance with the terms and conditions of a business combination agreement entered into among TPCO, Gold Flora, Stately, Newco and US Merger Sub dated February 21, 2023 and an agreement and plan of merger entered into by Newco, US Merger Sub and Gold Flora dated February 21, 2023. As part of the Business Combination, the Issuer, Stately and Newco amalgamated to form a new corporation (the "Resulting Issuer"), the Common Shares of the Issuer were exchanged on a one-for-one basis for common shares of the Resulting Issuer, and the Resulting Issuer continued from British Columbia into the State of Delaware under the name "Gold Flora Corporation".

4. Represents the payment of Common Shares triggered by the Business Combination pursuant to the Earnout Agreement in the following amounts: (i) 0 to M3 DAAT LLC; (ii) 610,149 to Murphy Ofutt LCV LLC; (iii) 6,148 to Murphy Ofutt LLC; and (iv) 16,068Murphy Ofutt Common LLC.

5. Represents the disposition of 6,606,845 Common Shares held by M3 DAAT LLC, 656,425Common Shares held by Murphy Ofutt LCV LLC, 16,973Common Shares held by Murphy Ofutt LLC and 6,456Common Shares held by Murphy Ofutt Common LLC, in connection with the Business Combination. Mr. Auerbach disclaims beneficial ownership over all of the shares held by these entities, except to the extent of his pecuniary interest.

6. RSUs convert into Common Shares on a one-for-one basis. Represents RSUs that were forfeited in connection with the Business Combination.

Remarks:

Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

	/s/ Emily Jennings, Attorneyin-fact	07/10/2023
	** 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 4 (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).
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