Sec Form 4 Filing - Rivers Kim A. @ Trulieve Cannabis Corp. - 2023-12-29

Insider filing report for Changes in Beneficial Ownership
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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
Rivers Kim A.
2. Issuer Name and Ticker or Trading Symbol
Trulieve Cannabis Corp. [ TRUL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chairman and CEO
(Last) (First) (Middle)
C/O TRULIEVE CANNABIS CORP., 6749 BEN BOSTIC ROAD
3. Date of Earliest Transaction (MM/DD/YY)
12/29/2023
(Street)
QUINCY, FL32351
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
Subordinate Voting Shares 12/29/2023 F 14,277 ( 1 ) ( 2 ) D $ 5.24 2,676,961 ( 2 ) 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Rivers Kim A.
C/O TRULIEVE CANNABIS CORP.
6749 BEN BOSTIC ROAD
QUINCY, FL32351
X X Chairman and CEO
Signatures
/s/ Eric Powers, Attorney-in-Fact 01/16/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares withheld for payment of tax liability in connection with vesting of 50% of restricted stock units ("RSUs") on December 29, 2023, the grant of which RSUs to the reporting person were previously reported on Form 4.
( 2 )The reporting person also holds the following securities of the issuer: (i) 159,867 aggregate Multiple Voting Shares held directly, (ii) 9,867 Multiple Voting Shares held by Traunch IV LLC ("Traunch IV"), over which the reporting person may be deemed to exercise voting and investment control, and (iii) stock options to acquire 649,559 Subordinate Voting Shares vested as of January 1, 2024 held directly. Multiple Voting Shares are convertible into Subordinate Voting Shares on a one-for-100 basis (or into an aggregate of 16,973,400 Subordinate Voting Shares). The reporting person disclaims beneficial ownership of the Multiple Voting Shares (and the Subordinate Voting Shares into which they are convertible) held by Traunch IV, except to the extent of her pecuniary interest therein.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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