Sec Form 3 Filing - Gotham Green Partners LLC @ iANTHUS CAPITAL HOLDINGS, INC. - 2021-02-08

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Gotham Green Partners LLC 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 X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1437 4TH STREET 3. Date of Earliest Transaction (MM/DD/YY) 02/08/2021 (Street) SANTA MONICA, CA90401 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 Shares 2,762,646 I ( 1 ) By Gotham Green Credit Partners SPV 1, L.P. See footnote 1. Common Shares 1,082,759 I By Gotham Green Fund 1 (Q), L.P. See footnote 1. Common Shares 270,646 I By Gotham Green Fund 1, L.P. 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) Dat e Exercisable Expiration Date Title Amount or Number of Shares Convertible Debenture $ 3.08 ( 2 ) 05/14/2021( 3 ) Common Shares 9,533,773 ( 4 ) I By Gotham Green Credit Partners SPV 1, L.P. See footnote 1. Convertible Debenture $ 3.08 ( 2 ) 05/14/2021( 3 ) Common Shares 3,115,360 ( 4 ) I By Gotham Green Fund 1 (Q), L.P. See footnote 1. Convertible Debenture $ 3.08 ( 2 ) 05/14/2021( 3 ) Common Shares 778,717 ( 4 ) I By Gotham Green Fund 1, L.P. See footnote 1. Convertible Debenture $ 1.6104 ( 2 ) 05/14/2022( 3 ) Common Shares 10,649,528 ( 4 ) I By Gotham Green Partners SPV V, L.P. See footnote 1 . Convertible Warrant $ 3.6 ( 2 ) 05/14/2021( 3 ) Common Shares 4,735,964 I By Gotham Green Credit Partners SPV 1, L.P. See footnote 1. Convertible Warrant $ 3.6 ( 2 ) 05/14/2021( 3 ) Common Shares 1,547,575 I By Gotham Green Fund 1 (Q), L.P. See footnote 1. Convertible Warrant $ 3.6 ( 2 ) 05/14/2021( 3 ) Common Shares 386,833 I By Gotham Green Fund 1, L.P. See footnote 1. Note $ 1.89 ( 2 ) 05/14/2021( 3 ) Common Shares 4,232,937 ( 4 ) I By Gotham Green Fund 1 (Q), L.P. See footnote 1. Note $ 1.89 ( 2 ) 05/14/2021( 3 ) Common Shares 1,058,069 ( 4 ) I By Gotham Green Fund 1, L.P. See footnote 1. Note $ 1.89 ( 2 ) 05/14/2021( 3 ) Common Shares 4,515,185 ( 4 ) I By Gotham Green Fund II (Q), L.P. See footnote 1. Note $ 1.89 ( 2 ) 05/14/2021( 3 ) Common Shares 775,820 ( 4 ) I By Gotham Green Fund II, L.P. See footnote 1. Tranche B Warrant $ 1.97 ( 2 ) 09/30/2022( 3 ) Common Shares 2,030,520 I By Gotham Green Fund 1 (Q), L.P. See footnote 1. Tranche B Warrant $ 1.97 ( 2 ) 09/30/2022( 3 ) Common Shares 507,551 I By Gotham Green Fund 1, L.P. See footnote 1. Tranche B Warrant $ 1.97 ( 2 ) 09/30/2022( 3 ) Common Shares 2,165,914 I By Gotham Green Fund II (Q), L.P. See footnote 1. Tranche B Warrant $ 1.97 ( 2 ) 09/30/2022( 3 ) Common Shares 372,157 I By Gotham Green Fund II, L.P. See footnote 1. Warrant $ 3.86 ( 2 ) 05/14/2021( 3 ) Common Shares 2,762,646 I By Gotham Green Credit Partners SPV 1, L.P. See footnote 1. Warrant $ 3.86 ( 2 ) 05/14/2021( 3 ) Common Shares 902,753 I By Gotham Green Fund 1 (Q), L.P. See footnote 1. Warrant $ 3.86 ( 2 ) 05/14/2021( 3 ) Common Shares 225,652 I By Gotham Green Fund 1, L.P. See footnote 1. Warrant $ 1.6748 ( 2 ) 12/22/2022( 3 ) Common Shares 5,120,097 I By Gotham Green Partners SPV V, L.P. See footnote 1.

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gotham Green Partners LLC 1437 4TH STREET SANTA MONICA, CA90401 X Signatures /s/ Jason Adler, Managing Member 02/08/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Gotham Green Partners, LLC is the SEC registered investment adviser to the Gotham funds. Gotham Green GP 1, LLC is the general partner of Gotham Green Fund 1, L.P. and Gotham Green Fund 1 (Q) L.P. Gotham Green GP II, LLC is the general partner of Gotham Green Fund II, L.P. and Gotham Green Fund II (Q), L.P. Gotham Green Credit Partners GP 1, LLC is the general partner of Gotham Green Credit Partners SPV 1, L.P. Gotham Green Partners SPV V GP, LLC is the general partners of Gotham Green Partners SPV V, L.P. ( 2 )Currently exercisable. ( 3 )Maturity or expiration date, as applicable, may be extended by Issuer for an additional 12 months. As a result of an event of default on the debenture or note, the maturity date has been accelerated. ( 4 )Represents the number of shares that may be issued upon exercise of an Exchange Warrant, which effects the exchange of the principal amount of the debenture or note for common shares. The debenture or note carries an interest rate of 13% per annum and a 16% default rate. Accrued interest and fees may also be converted into common shares at the holder's option.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.