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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Kalcevich Julius

(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)
	Chief Financial Officer

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	435,282	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⁾	05/17/2026	Common Shares	200,000	$1.61⁽²⁾	D
Options (right to buy)	⁽³⁾	11/21/2027	Common Shares	150,000	$2.25⁽²⁾	D
Options (right to buy)	⁽⁴⁾	11/21/2027	Common Shares	107,750	$2.25⁽²⁾	D
Options (right to buy)	⁽⁵⁾	03/02/2028	Common Shares	150,000	$3.56⁽²⁾	D
Options (right to buy)	⁽⁶⁾	08/06/2029	Common Shares	994,272	$7.5⁽²⁾	D

Explanation of Responses:

1. On May 17, 2016, the Issuer granted the Reporting Person options to purchase up to 200,000 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 November 21, 2017, the Issuer granted the Reporting Person options to purchase up to 150,000 common shares. As of the date hereof, all options have vested in full.

4. On November 21, 2017, the Issuer granted the Reporting Person options to purchase up to 107,750 common shares. As of the date hereof, all options have vested in full.

5. On March 2, 2018, the Issuer granted the Reporting Person options to purchase up to 150,000 common shares. As of the date hereof, all options have vested in full.

6. On August 6, 2019, the Issuer granted the Reporting Person options to purchase up to 994,272 common shares, which options are subject to vesting upon the achievement of certain milestones. As of the date hereof, 631,618 options have vested in full. Assuming milestones are achieved as of each quarter end, the balance of the options will vest as follows: 72,351 options on March 31, 2021; 72,351 options on June 30, 2021; 72,350 options on September 30, 2021; 72,351 options on December 31, 2021; and 72,351 options on March 31, 2022.

	/s/ Julius Kalcevich	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.