Sec Form 3 Filing - Tolia Sanjay @ Grown Rogue International Inc. - 2022-04-08

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Tolia Sanjay
2. Issuer Name and Ticker or Trading Symbol
Grown Rogue International Inc. [ GRUSF]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O BENGAL IMPACT PARTNERS,, LLC, 6608 E. 2ND ST.
3. Date of Earliest Transaction (MM/DD/YY)
04/08/2022
(Street)
SCOTTSDALE, AZ85251
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Stock 24,365,000 I See Footnote ( 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Tolia Sanjay
C/O BENGAL IMPACT PARTNERS,LLC, 6608 E. 2ND ST.
SCOTTSDALE, AZ85251
X
Signatures
/s/ Sanjay Tolia 04/07/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On April 8, 2022 Bengal Catalyst Fund LP (the "Fund") made open market purchases of 200,000 shares of common stock of the issuer ("Shares"), resulting in the fund owning 17,120,000 shares or approximately 10.03% of the outstanding Shares. Subsequently, between April 11 and October 13, 2022, the Fund made open market purchases of 7,245,000 Shares. Bengal Impact Partners, LLC ("Manager") manages the Fund, and may be deemed to beneficially own the 24,365,000 Shares held by the Fund. Sanjay Tolia shares investment control and voting power over the Manager with Joshua Rosen, and as such, may be deemed to beneficially own the 24,365,000 Shares held by the Fund. Each of the Manager and Mr. Tolia disclaims beneficial ownership of the Shares held by the Fund reported herein, except to the extent of its or his respective pecuniary interest therein.

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