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^*

Kovler Benjamin

(Last)

(First)

(Middle)

325 WEST HURON STREET

SUITE 412

(Street)

CHICAGO

60654

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/18/2020

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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman & CEO

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	145,004	D
Subordinate Voting Shares	57,418	I	By RCP23 LLC
Subordinate Voting Shares	8	I	By GTI II LLC
Subordinate Voting Shares	71	I	By daughter
Subordinate Voting Shares	71	I	By daughter
Subordinate Voting Shares	46	I	By Outsiders Capital LLC
Multiple Voting Shares	43,534	I	By GTI II LLC
Multiple Voting Shares	96,885	I	By RCP23 LLC
Super Voting Shares	11,808	I	By GTI II LLC
Super Voting Shares	107,368	I	By RCP23 LLC
Super Voting Shares	91,665	D
Super Voting Shares	59,474	I	By Outsiders Capital LLC
Super Voting Shares	170	I	By daughter
Super Voting Shares	170	I	By daughter

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	08/28/2019⁽¹⁾	08/30/2028	Subordinate Voting Shares	50,000⁽¹⁾	$14.64⁽²⁾	D
Employee Stock Options	07/26/2020⁽³⁾	07/26/2024	Subordinate Voting Shares	300,000⁽³⁾	$12.07⁽²⁾	D

Explanation of Responses:

1. The stock option was granted on 8/30/2018 and vests in one third increments annually over a three-year period beginning on the first anniversary of the grant date.

2. Exercise price is denominated and reported in Canadian dollars.

3. The stock option was granted on 7/26/2019 and vests in one third increments annually over a three-year period beginning on the first anniversary of the grant date.

	/s/ Kathryn A Lloyd, Attorney-in-Fact	02/17/2020
	** 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.
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