Sec Form 4 Filing - GALVIN ROBERT R @ iANTHUS CAPITAL HOLDINGS, INC. - 2022-09-19

FORM 4 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 GALVIN ROBERT R 2. Issuer Name and Ticker or Trading Symbol iANTHUS CAPITAL HOLDINGS, INC. [ ITHUF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Interim CEO and COO (Last) (First) (Middle) C/O IANTHUS CAPITAL HOLDINGS, INC., 420 LEXINGTON AVENUE, SUITE 414 3. Date of Earliest Transaction (MM/DD/YY) 09/19/2022 (Street) NEW YORK, NY10170 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 10/03/2022 A 23,632,068 ( 1 ) A 23,945,164 D Common Stock 10/03/2022 D 7,085,104 ( 3 ) D $ 0.0299 16,860,060 D

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 Restricted Stock Units ( 2 ) 10/03/2022 M 23,632,068 ( 4 ) ( 4 ) Common Stock 23,632,068 $ 0 11,816,034 D Option (right to buy) $ 0.051 ( 5 ) 09/19/2032 Common Stock 3,938,678 3,938,678 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GALVIN ROBERT R C/O IANTHUS CAPITAL HOLDINGS, INC. 420 LEXINGTON AVENUE, SUITE 414 NEW YORK, NY10170 Interim CEO and COO Signatures Robert R Galvin 05/31/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the issuance of the shares underlying the initial vested portion of the grant of restricted stock units to the Reporting Person made on July 26, 2022. ( 2 )Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock following vesting. ( 3 )Represents shares withheld by the Company to satisfy tax withholding obligations in connection with the vesting of 23,632,068 restricted stock units granted to the Reporting Person on July 26, 2022. ( 4 )The restricted stock units were granted pursuant to the Issuer's Amended and Restated Omnibus Equity Incentive Plan, dated October 15, 2018 (the "Plan"). The restricted stock units referenced in Column 9 of this Table II will vest on July 10, 2023, subject to the Reporting Person's continued service with the Issuer; provided, however, if the Reporting Person is terminated without cause or resigns for good reason from the Issuer, then the restricted stock units shall vest immediately. ( 5 )The options were granted pursuant to the Plan. The options will vest in three equal annual installments with the first installment vesting on the first anniversary of the date of the grant.

Remarks: This is a late filing with respect to the transactions reported in Table II pursuant to the General Instructions of Form 4, a Form 4 relating to such transactions should have been filed within two (2) business days following the date of such transactions.

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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