Sec Form 3 Filing - Harley William III @ Greenrose Acquisition Corp - 2020-02-10

FORM 3 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 Harley William III 2. Issuer Name and Ticker or Trading Symbol Greenrose Acquisition Corp [ GNRS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O GREENROSE ASSOCIATES LLC, 1000 WOODBURY RD. SUITE #212 3. Date of Earliest Transaction (MM/DD/YY) 02/10/2020 (Street) WOODBURY, NY11797 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 ( 1 ) 4,512,500 ( 2 ) I By Greenrose Associates LLC ( 3 )

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 Redeemable Warrant ( 1 ) ( 7 ) ( 4 ) ( 5 ) Common Stock 1,200,000 ( 6 ) I By Greenrose Associates LLC ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Harley William III C/O GREENROSE ASSOCIATES LLC 1000 WOODBURY RD. SUITE #212 WOODBURY, NY11797 X X Chief Executive Officer Signatures /s/ William Harley III 02/10/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Greenrose Associates LLC (the "Sponsor"), of which the reporting person is a manager, has irrevocably committed to purchase 200,000 units and 1,000,000 warrants prior to the effective date of the registration statement relating to the Issuer's initial public offering. Each unit consists of one share of common stock and one warrant, with each whole warrant entitling the holder to purchase one share of common stock. The purchase of these units and warrants is being made on a private placement basis and will be consummated simultaneously with the consummation of the Issuer's initial public offering. Does not include securities underlying up to 20,000 additional units and 100,000 additional warrants which the Sponsor irrevocably committed to purchase in the event the underwriters in the Issuer's initial public offering exercise their overallotment option in full. ( 2 )Consists of: (i) 4,312,500 shares of common stock issued to the Sponsor in connection with the Issuer's formation, including up to 562,500 shares of common stock that may be forfeited if the underwriters in the Issuer's initial public offering do not exercise the overallotment option in full and (2) 200,000 shares of common stock included in the units to be purchased by the Sponsor in connection with the Issuer's public offering. ( 3 )The reporting person is a manager of this entity and will be one of five people to approve actions of such entity. Each manager has one vote, and the approval of at least three of the five managers is required for approval of an action of the entity. The reporting person disclaims ownership of the securities held by the Sponsor, except to the extent of his pecuniary interest therein. ( 4 )Each warrant will become exercisable on the later of 30 days after completion of the Issuer's initial combination or February 10, 2021. ( 5 )Each warrant will expire five years after the completion of the Issuer's initial business combination. ( 6 )Consists of: (i) 200,000 shares of common stock underlying warrants included in the units to be purchased by the Sponsor in connection with the Issuer's public offering and (ii) 1,000,000 shares of common stock underlying warrants to be purchased by the Sponsor in connection with the Issuer's public offering. ( 7 )Each whole warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment.

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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