Sec Form 4 Filing - Leibowitz Glen S @ Acreage Holdings, Inc. - 2020-03-16

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 Leibowitz Glen S 2. Issuer Name and Ticker or Trading Symbol Acreage Holdings, Inc. [ ACRGF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) 366 MADISON AVENUE, 11TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 03/16/2020 (Street) NEW YORK, NY10017 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 - Class A Subordinate Voting Shares 03/16/2020 S( 1 ) 49,491 D $ 1.735 1,350,948 D Common Stock - Class A Subordinate Voting Shares 1,100 I By IRA

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 Stock Option (Right to Buy) $ 25 ( 2 ) 11/14/2028 Common Stock - Class A Subordinate Voting Shares 240,000 240,000 D Class C-1 Units of High Street Capital Partners, LLC ( 3 ) ( 3 ) ( 3 ) Common Stock - Class A Subordinate Voting Shares 375,000 375,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Leibowitz Glen S 366 MADISON AVENUE, 11TH FLOOR NEW YORK, NY10017 Chief Financial Officer Signatures /s/ Jessica S. Lochmann, Attorney-in-Fact for Glen S. Leibowitz 03/17/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares sold to pay taxes applicable to vesting of restricted stock units. ( 2 )One-third of the options vested on November 14, 2019. The remaining options vest ratably over the subsequent eight quarters. ( 3 )These Units represent a profits interest security and are convertible into Common Units of High Street Capital Partners, LLC at a ratio as determined by the High Street Capital Partners, LLC Third Amended and Restated Operating Agreement. Common Units are convertible into Class A Subordinate Voting Shares on a 1:1 basis or cash equivalent thereof at the option of Acreage Holdings, Inc. as set forth in the High Street Capital Partners, LLC Third Amended and Restated Operating Agreement. These Units vest 100% on March 15, 2020.

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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