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^*

Kravitz Bret

(Last)

(First)

(Middle)

325 W. HURON STREET

SUITE 700

(Street)

CHICAGO

60654

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2023

3. Issuer Name and Ticker or Trading Symbol
Green Thumb Industries Inc. [ GTII/GTBIF ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	GENERAL COUNSEL AND SECRETARY

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)
Subordinate Voting Shares	326,748	D
Multiple Voting Shares	302	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)
Employee Stock Options	09/27/2020⁽¹⁾	09/27/2024	Subordinate Voting Shares	6,000⁽¹⁾	$8.58⁽²⁾	D
Employee Stock Options	03/27/2021⁽³⁾	03/27/2025	Subordinate Voting Shares	22,418⁽³⁾	$6.55⁽⁴⁾	D
Employee Stock Options	04/01/2022⁽⁵⁾	04/01/2026	Subordinate Voting Shares	7,470⁽⁵⁾	$29.68⁽⁶⁾	D
Employee Stock Options	04/01/2023⁽⁷⁾	04/01/2029	Subordinate Voting Shares	7,788⁽⁷⁾	$19.1⁽⁸⁾	D
Employee Stock Options	07/01/2023⁽⁹⁾	07/01/2029	Subordinate Voting Shares	19,379⁽⁹⁾	$7.98⁽¹⁰⁾	D

Explanation of Responses:

1. The stock option was granted on September 27, 2019 and is now fully vested.

2. In the Issuer's discretion, the option may also be exercised for CA$11.37, based on the currency exchange rate of 1.3252 as reported by the Bank of Canada as of the close of trading on the Canadian Stock Exchange on September 27, 2019.

3. The stock option was granted on March 27, 2020 and vests in one-third increments on March 27, 2021, March 27, 2022, and March 27, 2023.

4. In the Issuer's discretion, the option may also be exercised for CA$9.22, based on the currency exchange rate of 1.4076 as reported by the Bank of Canada as of the close of trading on the Canadian Stock Exchange on March 27, 2020.

5. The stock option was granted on April 1, 2021 and vests in one-third increments on April 1, 2022, April 1, 2023, and April 1, 2024.

6. In the Issuer's discretion, the option may also be exercised for CA$37.29, based on the currency exchange rate of 1.2564 as reported by the Bank of Canada as of the close of trading on the Canadian Stock Exchange on April 1, 2021.

7. The stock option was granted on April 1, 2022 and vests in one-third increments on April 1, 2023, April 1, 2024, and April 1, 2025.

8. In the Issuer's discretion, the option may also be exercised for CA$23.90, based on the currency exchange rate of 1.2513 as reported by the Bank of Canada as of the close of trading on the Canadian Stock Exchange on April 1, 2022.

9. The stock option was granted on July 1, 2022 and vests in one-half increments on January 1, 2023 and January 1, 2024.

10. In the Issuer's discretion, the option may also be exercised for CA$10.28, based on the currency exchange rate of 1.2882 as reported by the Bank of Canada as of the close of trading on the Canadian Stock Exchange on July 1, 2022.

	/s/ Kathryn A. Lloyd, Attorney-in-Fact	01/04/2023
	** 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 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.