Sec Form 3 Filing - Grammer Geoffrey Garland @ Greenbrook TMS Inc. - 2024-01-01

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 Grammer Geoffrey Garland 2. Issuer Name and Ticker or Trading Symbol Greenbrook TMS Inc. [ GBNH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Medical Officer (Last) (First) (Middle) C/O GREENBROOK TMS. 890 YONGE STREET, 7TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 01/01/2024 (Street) TORONTO, A6M4W3P4 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

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 Options $ 5 ( 1 ) 03/31/2025 Common Shares 40,000 D Options $ 5 ( 2 ) 03/31/2026 Common Shares 5,000 D Options $ 5 ( 3 ) 03/31/2027 Common Shares 2,000 D Options $ 10.13 ( 5 ) ( 4 ) 02/03/2030 Common Shares 20,000 D Options $ 15.45 ( 7 ) ( 6 ) 02/17/2031 Common Shares 12,000 D Options $ 0.75 ( 8 ) 05/15/2033 Common Shares 75,000 D Subordinated Convertible Debt ( 9 ) ( 12 ) 08/28/2023 ( 10 ) Common Shares 161,439 ( 11 ) D Options $ 0.2625 ( 13 ) 11/08/2033 Common Shares 5,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Grammer Geoffrey Garland C/O GREENBROOK TMS. 890 YONGE STREET 7TH FLOOR TORONTO, A6M4W3P4 Chief Medical Officer Signatures /s/William Leonard, Attorney-in-Fact 01/02/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These options were granted pursuant to the Company's Amended Employee Stock Option Plan (the "Stock Option Plan"), as described in the Company's 2022 Meeting Information Circular, filed with the Securities and Exchange Commission on May 23, 2023. The options were granted on March 31, 2015 and fully vested on March 31, 2019 and accordingly, are all exercisable. ( 2 )These options were granted pursuant to the Stock Option Plan on March 31, 2016 and vested over a three year period, with one-third vesting on each of the 3 anniversaries of the date of the grant. As of the date hereof, all options are vested and exercisable. ( 3 )These options were granted pursuant to the Stock Option Plan on March 31, 2017 and vested over a three year period, with one-third vesting on each of the 3 anniversaries of the date of the grant. As of the date hereof, all options are vested and exercisable. ( 4 )These options were granted pursuant to the Stock Option Plan on February 3, 2020 and vested over a three year period, with one-third vesting on each of the 3 anniversaries of the date of the grant. As of the date hereof, all options are vested and exercisable. ( 5 )Converted to USD based on the average daily exchange rate of the Bank of Canada reported on December 29, 2023. Each option may be exercised for a price of $13.40 Canadian dollars. ( 6 )These options were granted pursuant to the Stock Option Plan on February 17, 2021 and will vest over a three year period, with one-third vesting on each of the 3 anniversaries of the date of the grant. As of the date hereof, 8,000 options are vested and exercisable. ( 7 )Converted to USD based on the average daily exchange rate of the Bank of Canada reported on December 29, 2023. Each option may be exercised for a price of $20.43 Canadian dollars. ( 8 )These options were granted pursuant to the Company's Omnibus Equity Incentive Plan (the "Equity Incentive Plan"), as described in the Company's 2022 Meeting Information Circular, filed with the Securities and Exchange Commission on May 23, 2023, on May 15, 2023. Half of the options granted immediately vested while the remaining half vest over a two year period, with one-quarter of the total amount vesting on each of the 2 anniversaries of the date of the grant. As of the date hereof, 37,500 options are vested and exercisable. ( 9 )On August 28, 2023, Mr. Grammar acquired from the Company, upon exchange on a private placement basis of previously held Company-issued notes, an aggregate principal amount of $35,000 of the Company's subordinated convertible promissory notes (the "Subordinated Convertible Notes"). ( 10 )The latest date that the Subordinated Convertible Notes can mature is March 31, 2028. ( 11 )The number of shares issuable upon conversion of the Subordinated Convertible Note is calculated by multiplying the Reference Conversion Price (as defined in footnote 12) by the aggregate principal amount of Mr. Grammer's Subordinated Convertible Notes. ( 12 )The Subordinated Convertible Notes are convertible at a price equal to the lesser of (a) 85% of the closing price per Common Shares on Nasdaq or any other market as of the closing date for such Subordinated Convertible Notes (the "Reference Conversion Price") with the Reference Conversion Price in effect as of January 2, 2024 being $0.2168 and (b)(i) 85% of the 30-day volume weighted average trading price of the Common Shares prior to conversion, or (ii) if the Common Shares are not listed on any of Nasdaq or another trading market at the time of conversion, a per share price based equal to 85% of the fair market value per Common Share as of such date; provided, that, in any event, the Subordinated Convertible Note conversion price shall not be lower than $0.078. The Subordinated Convertible Notes conversion price is also subject to customary anti-dilution adjustments. ( 13 )These options were granted pursuant to the Equity Incentive Plan as described in the Company's 2022 Meeting Information Circular, filed with the Securities and Exchange Commission on May 23, 2023, on November 8, 2023. Half of the options granted immediately vest while the remaining half vest over a two-year period, with one-quarter of the total amount vesting on each of the 2 anniversaries of the date of the grant. As of the date hereof, 2,500 options are vested and exercisable.

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