Sec Form 4 Filing - Doherty James A III @ Acreage Holdings, Inc. - 2020-11-18

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 Doherty James A III 2. Issuer Name and Ticker or Trading Symbol Acreage Holdings, Inc. [ ACRG.A] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) General Counsel (Last) (First) (Middle) 366 MADISON AVENUE, 11TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 11/18/2020 (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 D Subordinate Voting Shares 11/18/2020 S( 1 ) 659 D $ 3.1504 382,519 ( 2 ) D Common Stock - Class E Subordinate Voting Shares 11/18/2020 S( 1 ) 1,489 D $ 3.4415 892,594 ( 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 Stock Option (Right to Buy) $ 7.5 ( 3 ) 11/14/2028 Common Stock - Class D Subordinate Voting Shares 72,000 72,000 ( 2 ) D Stock Option (Right to Buy) $ 17.5 ( 3 ) 11/14/2028 Common Stock - Class E Subordinate Voting Shares 168,000 168,000 ( 2 ) D Common Units of High Street Capital Partners, LLC ( 4 ) ( 4 ) ( 4 ) See Footnote ( 4 ) 210,373 210,373 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Doherty James A III 366 MADISON AVENUE, 11TH FLOOR NEW YORK, NY10017 General Counsel Signatures /s/ Jessica S. Lochmann, Attorney-in-Fact for James A. Doherty III 11/19/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares sold solely for the purpose of paying taxes applicable as a result of the vesting of restricted stock units. ( 2 )Pursuant to the Amended Arrangement between Canopy Growth Corporation and Acreage Holdings, Inc., implemented on September 23, 2020, Acreage's articles have been amended to create new Class E subordinate voting shares (the "Fixed Shares"), Class D subordinate voting shares (the "Floating Shares") and Class F multiple voting shares (the "Fixed Multiple Shares"). Each existing Class A subordinate voting share of Acreage (each, a "Subordinate Voting Share") has been exchanged for 0.7 of a Fixed Share and 0.3 of a Floating Share, each existing Class B proportionate voting share (each, a "Proportionate Voting Share") has been exchanged for 28 Fixed Shares and 12 Floating Shares and each existing Class C multiple share (each, a "Multiple Voting Share") has been exchanged for 0.7 of a Fixed Multiple Share and 0.3 of a Floating Share. ( 3 )One-third of the options vested on November 14, 2019. The remaining options vest ratably over the subsequent eight quarters. ( 4 )These Units are convertible into 0.7 of a Class E subordinate voting share and 0.3 of a Class D subordinate voting share or the 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.

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