Sec Form 3 Filing - Maslow Randy @ iANTHUS CAPITAL HOLDINGS, INC. - 2021-02-05

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 Maslow Randy 2. Issuer Name and Ticker or Trading Symbol iANTHUS CAPITAL HOLDINGS, INC. [ ITHUF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Interim CEO and President (Last) (First) (Middle) C/O IANTHUS CAPITAL HOLDINGS, INC., 420 LEXINGTON AVENUE, SUITE 414 3. Date of Earliest Transaction (MM/DD/YY) 02/05/2021 (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 Shares 2,732,500 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 Options (right to buy) $ 1.6 ( 2 ) ( 1 ) 05/11/2026 Common Shares 120,000 D Options (right to buy) $ 2.25 ( 2 ) ( 3 ) 11/21/2027 Common Shares 150,000 D Options (right to buy) $ 3.56 ( 2 ) ( 4 ) 03/02/2028 Common Shares 150,000 D Options (right to buy) $ 7.5 ( 2 ) ( 5 ) 08/06/2029 Common Shares 1,671,711 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Maslow Randy C/O IANTHUS CAPITAL HOLDINGS, INC. 420 LEXINGTON AVENUE, SUITE 414 NEW YORK, NY10170 X Interim CEO and President Signatures /s/ Julius Kalcevich as Attorney-In-Fact for Randy Maslow 02/05/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On May 11, 2016, the Issuer granted the Reporting Person options to purchase up to 120,000 common shares. As of the date hereof, all options have vested in full. ( 2 )The exercise price is denominated and reported in Canadian Dollars. ( 3 )On November 21, 2017, the Issuer granted the Reporting Person options to purchase up to 150,000 common shares. As of the date hereof, all options have vested in full. ( 4 )On March 2, 2018, the Issuer granted the Reporting Person options to purchase up to 150,000 common shares. As of the date hereof, all options have vested in full. ( 5 )On August 6, 2019, the Issuer granted the Reporting Person options to purchase up to 1,671,711 common shares, which options are subject to vesting upon the achievement of certain milestones. As of the date hereof, 1,044,000 options have vested in full. Assuming milestones are achieved as of each quarter end, the balance of the options will vest as follows: 125,541 options on March 31, 2021; 129,543 options on June 30, 2021; 125,542 options on September 30, 2021; 125,542 options on December 31, 2021; and 124,543 stock options on March 31, 2022.

Remarks: Exhibit List: Exhibit 24 - Power of Attorney

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).

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