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)
04/13/2022

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	04/13/2022		P		5,565,563	A	⁽¹⁾	27,026,008⁽²⁾	I	Navy Capital Green Fund, LP⁽³⁾
Class A Subordinate Voting Shares	04/13/2022		P		154,038	A	⁽¹⁾	27,180,046⁽²⁾	I	Navy Capital Green Co-Invest Fund, LLC⁽³⁾
Class A Subordinate Voting Shares	04/13/2022		P		41,696	A	⁽¹⁾	27,221,742⁽²⁾	I	Navy Capital Green Holdings, LLC⁽³⁾

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)
Warrant	$1	04/13/2022		P		2,107,311		⁽⁴⁾	04/13/2024	Class A Subordinate Voting Shares	2,107,311	⁽²⁾	2,107,311	I	Navy Capital Green Fund, LP⁽³⁾

Explanation of Responses:

1. The Reporting Person acquired a total of 5,761,297 Class A Subordinate Voting Shares in exchange for consideration with a total fair market value of $4,192,562, or $0.73 per each share of Class A subordinate Voting Shares acquired, in connection with the Company's acquisition of Island Global Holdings, Inc.

2. Does not include 2,107,311 Class A Subordinate Voting Shares underlying the warrants issued on April, 13, 2022 held by the Reporting Person, which are reported on Table II of this Form 4.

3. The Reporting Person has voting and dipositive control over these shares as he is 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 and manager of Navy Capital Green Holdings, LLC.

4. The warrants become exercisable once the California business operations of the Company achieve a generate gross revenues in excess of $4,000,000 per month for at least three months in an period of five consecutive months.

Remarks:

	/s/Chetan Gulati	06/07/2022
	** 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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