Sec Form 4 Filing - JW Asset Management, LLC @ TerrAscend Corp. - 2025-08-27

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
JW Asset Management, LLC
2. Issuer Name and Ticker or Trading Symbol
TerrAscend Corp. [ TSNDF]
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)
1051 N VENETIAN DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
08/27/2025
(Street)
MIAMI BEACH, FL33139
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 08/27/2025 S 8,415,414 D $ 0 ( 2 ) ( 3 ) 83,940,245 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
JW Asset Management, LLC
1051 N VENETIAN DRIVE
MIAMI BEACH, FL33139
X X Executive Chairman
JW Partners, LP
1051 N VENETIAN DRIVE
MIAMI BEACH, FL33139
X
JW GP, LLC
1051 N VENETIAN DRIVE
MIAMI BEACH, FL33139
X
Wild Jason G.
1051 N VENETIAN DRIVE
MIAMI BEACH, FL33139
X
Signatures
JW Asset Management, LLC /s/ Jason Klarreich Jason Klarreich, Attorney-In-Fact 08/27/2025
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 GP, LLC (the "General Partner"), and Jason G. Wild ("Wild" and, together with the Advisor, JWP, and the General Partner, the "Reporting Persons"). The Advisor serves as the investment advisor of JWP. The General Partner serves as general partner to JWP. Wild is the managing member of the Advisor and the General Partner. Wild is the Trustee for the Wild Family Foundation and the Howard Wild 2012 Grandchildren's Trust.
( 2 )The amount of 8,415,414 in item 4 of Table I reflects the 8,415,414 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, in one case because of dissolution and termination of that investment vehicle, and in the other case to facilitate planned redemption of the distributees' respective interests in the investment vehicle, 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. Wild, who held investments in both advised investment vehicles, received a distribution as part of this transaction in the amount of 6,300,567 Common Shares. All other Reporting Persons received no distributions from either investment vehicles as part of this transaction.
( 3 )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. While a total of 14,715,981 Common Shares were distributed by the two investment vehicles in this transaction, 6,300,567 of those Common Shares were distributed to Wild and are therefore retained by the Reporting Persons. Accordingly, the amount of 8,415,414 Common Shares indirectly disposed of represents the net amount of Common Shares distributed to investors who are unaffiliated with the Reporting Persons. 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 83,940,245 in item 5 of Table I includes 10,916,914 direct non-derivative securities beneficially owned by Wild, including the RSUs previously reported.

Remarks:
Exhibit 99 - Information Regarding Joint Filers

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