Sec Form 4 Filing - JW Asset Management, LLC @ TerrAscend Corp. - 2022-12-23

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 JW Asset Management, LLC 2. Issuer Name and Ticker or Trading Symbol TerrAscend Corp. [ TRSSF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Chairman (Last) (First) (Middle) 14 NORTH LAKE ROAD, 3. Date of Earliest Transaction (MM/DD/YY) 12/23/2022 (Street) ARMONK, NY10504 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 12/23/2022 S 2,149,847 D 88,450,657 I See footnotes( 1 )( 2 )( 3 )( 4 )

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 Warrants $ 5.25 08/23/2022 J V 8,591 08/23/2022 08/23/2022 Common Shares 8,591,000 ( 5 )( 6 ) 28,329,517 I See footnotes( 5 )( 6 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other JW Asset Management, LLC 14 NORTH LAKE ROAD ARMONK, NY10504 X X Executive Chairman JW Partners, LP 14 NORTH LAKE ROAD ARMONK, NY10504 X J.W. Opportunities Master Fund, Ltd. 27 HOSPITAL ROAD GEORGE TOWN GRAND CAYMAN, E9KY1-9008 X JW GP, LLC 14 NORTH LAKE ROAD ARMONK, NY10504 X Wild Jason G. 14 NORTH LAKE ROAD ARMONK, NY10504 X Signatures /s/ Jason Klarreich, Attorney-in-Fact, JW Asset Management, LLC 12/28/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4 is being filed by JW Asset Management, LLC (the "Advisor") on behalf of itself and JW Partners, LP ("JWP"), JW Opportunities Master Fund, Ltd ("JWO"), JW GP, LLC (the "General Partner"), and Jason G. Wild ("Wild" and, together with the Advisor, JWP, JWO, and the General Partner, the "Reporting Persons"). The Advisor serves as the investment advisor of JWP and JWO. The General Partner serves as general partner to JWP and the manager of JWO. Wild is the managing member of the Advisor and the General Partner. ( 2 )The amount of 2,149,847 in item 4 of Table I reflect the 2,149,847 Common Shares indirectly disposed of by the Advisor, the General Partner and Wild through two advised investment vehicles distributing such Common Shares to their investors to facilitate planned redemption of the distributees' respective interests in the two advised investment vehicles, requiring the filing of this statement. The distributions effectively lowered the holdings of certain Reporting Persons in the Issuer's Common Shares and were offered to all investors in both advised investment vehicles. The Reporting Persons holding investments in the advised investment vehicles elected to maintain their full investment in both vehicles, and as such did not receive a distribution as part of this transaction. ( 3 )(Footnote 2 continued). In accordance with Instruction 4(b)(iv) of Form 4, the entire amount of the Issuer's securities held by the Reporting Persons is reported herein. Each of the Advisor, Wild and the General Partner, disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of its or his indirect pecuniary interest therein, and this report shall not be deemed an admission that either the Advisor, Wild or the General Partner are the beneficial owner of such securities for purposes of Section 16 or for any other purposes. ( 4 )The amount of 88,450,657 in item 5 of Table I includes 2,185,997 direct non-derivative securities beneficially owned by Wild, including the RSUs previously reported. ( 5 )On August 23, 2022, an aggregate of 8,591 warrants held by the Reporting Persons, with exercise prices substantially in excess of the market value of the Common Shares, expired and were forfeited, because the Reporting Persons did not exercise their purchase rights under those warrants. ( 6 )The exercise price of the warrants was CAD 7.21, i.e., approximately US$5.25.

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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