Sec Form 4 Filing - Murphy Kevin P @ Acreage Holdings, Inc. - 2021-08-24

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 Murphy Kevin P 2. Issuer Name and Ticker or Trading Symbol Acreage Holdings, Inc. [ ACRG.A.U] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 450 LEXINGTON AVENUE, #3308 3. Date of Earliest Transaction (MM/DD/YY) 08/24/2021 (Street) NEW YORK, NY10163 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 E Subordinate Voting Shares 08/24/2021 P 10,000 A $ 3.0497 ( 1 ) 1,176,687 D Common Stock - Class D Subordinate Voting Shares 670,982 D Common Stock - Class D Subordinate Voting Shares 195,000 I By Murphy Capital, LLC Common Stock - Class E Subordinate Voting Shares 455,000 I By Murphy Capital, LLC Common Stock - Class D Subordinate Voting Shares 1,162,224 I By Kevin Murphy 2018 Annuity Trust Common Stock - Class E Subordinate Voting Shares 2,711,856 I By Kevin Murphy 2018 Annuity Trust

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) $ 2.05 ( 2 ) 12/31/2025 Common Stock - Class D Subordinate Voting Shares 19,512 19,512 D Common Units of High Street Capital Partners, LLC ( 3 ) ( 3 ) ( 3 ) See Footnote ( 3 ) 15,957,908 15,957,908 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Murphy Kevin P 450 LEXINGTON AVENUE, #3308 NEW YORK, NY10163 X X Signatures /s/ Jessica S. Lochmann, Attorney-in-Fact for Kevin P. Murphy 08/26/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price reported in Column 4 is a weighted average price. The prices actually received ranged from $3.038 to $3.05. The reporting person has provided to the issuer, and will provide to any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares purchased at each price within the range for all transactions reported in this Form 4 utilizing a weighted average price. ( 2 )Options vest ratably over the subsequent four quarters. ( 3 )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.

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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