0001654954-23-008977.txt : 20230710 0001654954-23-008977.hdr.sgml : 20230710 20230710094056 ACCESSION NUMBER: 0001654954-23-008977 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230707 FILED AS OF DATE: 20230710 DATE AS OF CHANGE: 20230710 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Datcher Terence Troy CENTRAL INDEX KEY: 0001768822 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-56348 FILM NUMBER: 231078450 MAIL ADDRESS: STREET 1: 1221 BROADWAY CITY: OAKLAND STATE: CA ZIP: 94612 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TPCO Holding Corp. CENTRAL INDEX KEY: 0001876945 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE PRODUCTION - CROPS [0100] IRS NUMBER: 981566338 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1550 LEIGH AVENUE CITY: SAN JOSE STATE: CA ZIP: 95125 BUSINESS PHONE: 647-823-9692 MAIL ADDRESS: STREET 1: 1550 LEIGH AVENUE CITY: SAN JOSE STATE: CA ZIP: 95125 4 1 section16.xml PRIMARY DOCUMENT X0407 4 2023-07-07 true 0001876945 TPCO Holding Corp. GRAMF 0001768822 Datcher Terence Troy 1550 LEIGH AVENUE SAN JOSE CA 95125 true Cheif Executive Officer false Common Shares 2023-07-07 4 M false 853012 A 1155157 D Common Shares 2023-07-07 4 S false 422923 0.1587 D 732234 D Common Shares 2023-07-07 4 D false 732234 D 0 D Restricted Stock Units 2023-07-07 4 A false 600000 A Common Shares 600000 853012 D Restricted Stock Units 2023-07-07 4 M false 853012 D Common Shares 853012 0 D Represents the issuance of Common Shares upon the vesting of restricted stock units ("RSUs"). RSUs convert into Common Shares on a one-for-one basis. The disposition of Common Shares is associated with tax obligations of the reporting person. 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". Upon vesting, RSUs convert into Common Shares on a one-for-one basis. Represents the acceleration of vesting of Performance Stock Units ("PSUs") into RSUs in connection with the Business Combination. Represents the acceleration of vesting of RSUs into Common Shares in connection with the Business Combination. 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 2023-07-10