SEC FORM 4

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

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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^*

GULATI CHETAN

(Last)

(First)

(Middle)

C/O 4FRONT VENTURES CORP.

5060 N. 40TH STREET, SUITE 120

(Street)

PHOENIX

85018

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
4Front Ventures Corp. [ FFNTF ]

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)
03/18/2021

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Subordinate Voting Shares	04/13/2021		C		6,642,074	A	$0.46	21,160,445⁽²⁾	I	Navy Capital Green Fund, LP⁽¹⁾
Class A Subordinate Voting Shares	04/13/2021		C		300,000	A	$0.46	21,460,445⁽²⁾	I	Navy Capital Green Fund, LP⁽¹⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option⁽¹⁾	$1.3⁽³⁾	03/18/2021		A		200,000		⁽⁴⁾	03/18/2026	Class A Subordinate Voting Shares	200,000	$0.00	200,000⁽⁵⁾	D
3% Unsecured Convertible Note	$0.46	04/13/2021		C			6,642,074	05/14/2020	05/14/2025	Class A Subordinate Voting Shares	6,642,074	$0.00	0	I	Navy Capital Green Fund, LP⁽¹⁾
3% Unsecured Convertible Note	$0.46	04/13/2021		C			300,000	07/07/2020	07/07/2025	Class A Subordinate Voting Shares	300,000	$0.00	0	I	Navy Capital Green Fund, LP⁽¹⁾

Explanation of Responses:

1. The Reporting Person has voting and dipositive control over these shares as he is a Managing Member, Head of Research and sits on the investment committee of Navy Capital Green Management, LLC, the investment advisor to Navy Capital Green Fund, LP and Navy Capital Green Co-Invest Fund, LLC.

2. Includes 217,764 Class A Subordinate Voting Shares ("SVS") held by CGRS Investments LLC, over which the Reporting Person has voting and dipositive control, and 7,077,335 SVS held by Navy Capital Green Co-Invest Fund, LLC, over which the Reporting Person has voting and dipositive control.

3. Converted from Canadian exercise price of C$1.63 using an exchange rate of C$1.2 = US$1.00

4. The option was granted on March 18, 2021 and vests in three equal installments on September 18, 2021, March 18, 2022 and September 18, 2022.

5. Excludes options exercisable for 600,000 SVS at a price of $0.83 per SVS held by the Reporting Person, and warrants to purchase 1,410,000 SVS at a price of $0.71 per SVS held by Navy Capital Green Fund, LP, over which the Reporting Person has voting and dipositive control.

Remarks:

	/s/ Leigh Ann Clifford, attorney-in-fact for Chetan Gulati	04/22/2021
	** 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 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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