Sec Form 4 Filing - GULATI CHETAN @ 4Front Ventures Corp. - 2023-10-19

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 GULATI CHETAN 2. Issuer Name and Ticker or Trading Symbol 4Front Ventures Corp. [ FFNTF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O 4FRONT VENTURES CORP., 5060 N. 40TH STREET, SUITE 120 3. Date of Earliest Transaction (MM/DD/YY) 10/19/2023 (Street) PHOENIX, AZ85018 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

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 Convertible Promissory Notes $ 0.23 10/19/2023 J( 1 )( 2 ) 46,086,956 ( 1 ) ( 2 ) ( 3 ) 10/06/2024 Class A Subordinate Voting Shares 46,086,956 $ 0.23 48,194,267 I See footnotes ( 4 ) ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GULATI CHETAN C/O 4FRONT VENTURES CORP. 5060 N. 40TH STREET, SUITE 120 PHOENIX, AZ85018 X Signatures /s/Chetan Gulati 10/30/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Issuer entered into an Amendment No.1 to Convertible Promissory Note Purchase Agreement effective October 6, 2023 with Navy Capital Green Fund, LP (the "Green Fund"), Navy Capital Green Co-Invest Fund, LLC (the "Co-Invest Fund") and another party thereto (the "Note Restructuring"). However, the terms for the Note Restructuring were not finalized until October 19, 2023. On October 23, 2023, the Issuer filed a Form 8-K to report a press release dated October 23, 2023, announcing, among other things, the Note Restructuring. ( 2 )(Footnote 1 continued). As a result of the Note Restructuring, (i) the conversion price was reduced from US$1.03 to US$0.23 per share, (ii) interest payment obligations due on October 6, 2023 (US$58,320 for the Green Fund and US$541,680 for the Co-Invest Fund) will be deferred from October 6, 2023 to October 6, 2024, and (iii) the deferred interest will be convertible into Class A Subordinate Voting Shares. Thus, 4,479,652 shares and 41,607,304 shares of Class A Subordinate Voting Shares are convertible for the Green Fund and the Co-Invest Fund, respectively, at a conversion price of US$0.23/share. ( 3 )Each of the Green Fund and the Co-Invest Fund may elect at any time such note is still outstanding to covert the full amount of outstanding balance (including unpaid principal, any then unpaid an accrued interest and other amounts payable thereunder) into Class A Subordinate Voting Shares of the Issuers. ( 4 )The Reporting Person has voting and dipositive control over these derivable securities as he is Managing Member, Head of Research and sits on the investment committee of Navy Capital Green Management, LLC, the investment advisor to the Green Fund and the Co-Invest Fund. ( 5 )The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his indirect pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, or for any other purposes.

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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