Sec Form 3 Filing - Greybrook Health Inc. @ 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 Greybrook Health Inc. 2. Issuer Name and Ticker or Trading Symbol Greenbrook TMS Inc. [ GBNH] 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 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) _____ Form filed by One Reporting Person __ X __ 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 Shares 6,800,424 D ( 1 ) Common Shares 200,000 I See Footnote ( 1 ) ( 2 )

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 Warrants $ 1.84 ( 3 ) 02/28/2023 02/28/2028 Common Shares 135,870 D ( 1 ) Warrants ( 4 ) 08/01/2023 08/01/2028 Common Shares 250,000 D ( 1 ) Subordinated Convertible Notes ( 5 ) ( 8 ) 08/15/2023 ( 6 ) Common Shares 13,340,615 ( 7 ) D ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Greybrook Health Inc. C/O GREENBROOK TMS. 890 YONGE STREET 7TH FLOOR TORONTO, A6M4W3P4 X Vamvakas Family Trust (2015) C/O GREENBROOK TMS. 890 YONGE STREET 7TH FLOOR TORONTO, A6M4W3P4 X Signatures /s/ Sasha Cucuz for Greybrook Health Inc. and The Vamvakas Family Trust (2015) 01/02/2024 Signature of Reporting Person Date /s/ Shawn Walsh for The Vamvakas Family Trust (2015) 01/02/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The securities reported are held directly by Greybrook Health Inc. ("Greybrook Health") and may be deemed to be beneficially owned by The Vamvakas Family Trust (2015) as disclosed by Greybrook Health in a Schedule 13D/A field with the Securities and Exchange Commission on October 2, 2023. ( 2 )Represents the Greenbrook TMS Inc. (the "Company") common shares (the "Common Shares") that are directly owned by Greybrook Realty Partners Inc., an affiliate of Greybrook Health and an indirect subsidiary of The Vamvakas Family Trust (2015). ( 3 )The exercise price of these warrants are subject to customary anti-dilution adjustments. ( 4 )The exercise price of these warrants is equal to (a) if the Common Shares are listed on the Nasdaq Stock Market ("Nasdaq") or any other trading market at the time of exercise, 85.0% of the volume-weighted average trading price of the Common Shares on the Nasdaq (or, if not listed on Nasdaq, then such other trading market on which the Common Shares are principally traded, based upon daily share volume) for the five trading days immediately preceding the exercise date, or (b) if the Common Shares are not listed on any trading market at the time of exercise, a per share price based on fair market value, as determined by the board of directors of the Company, in each case subject to customary anti-dilution adjustments. ( 5 )On August 15 and August 28, 2023, Greybrook Health acquired from the Company, upon purchase and upon exchange on a private placement basis of previously held Company-issued notes, an aggregate principal amount of $2,937,603.54 of the Company's subordinated convertible promissory notes (the "Subordinated Convertible Notes"). ( 6 )The latest date that the Subordinated Convertible Notes can mature is March 31, 2028. ( 7 )The number of shares issuable upon conversion of the Subordinated Convertible Note is calculated by multiplying the Reference Conversion Prices (as defined in footnote 8) by the aggregate principal amount of Greybrook Health's Subordinated Convertible Notes. ( 8 )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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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