Sec Form 4 Filing - Greenrose Associates LLC @ Greenrose Acquisition Corp. - 2020-03-26

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 Greenrose Associates LLC 2. Issuer Name and Ticker or Trading Symbol Greenrose Acquisition Corp. [ GNRS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1000 WOODBURY ROAD, SUITE #212 3. Date of Earliest Transaction (MM/DD/YY) 03/26/2020 (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

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 $1,000,000 Promissory Note ( 1 ) 03/26/2020 P ( 1 ) ( 1 ) Units and/or Warrants ( 1 ) ( 1 ) ( 1 ) $ 1,000,000 ( 2 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Greenrose Associates LLC 1000 WOODBURY ROAD, SUITE #212 WOODBURY,, NY11797 X Signatures /s/ William F. Harley III, Manager 03/30/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In connection with a $1,000,000 loan, on March 26, 2020, Greenrose Acquisition Corp. (the "Company") issued the reporting person a promissory note in the principal amount of $1,000,000 (the "Note"). The Note does not bear interest, may be repaid at any time and is due upon the Company completing its initial business combination. The Note allows the reporting person, at its sole option, to convert any of the principal amount due under the Note into the Company's units (the "Units") at a conversion price of $10.00 per Unit and/or warrants (the "Warrants") at a conversion price of $1.00 per Warrant. Each Unit consist of one share of the Company's common stock and a Warrant to purchase one share of the Company's common stock. The Warrants are exercisable at a price of $11.50 per share of common stock for a period of five years after the Company completes its initial business combination and may be exercised on a cashless basis. ( 2 )As of the date of this report, the reporting person owns 4,532,500 shares of the Company's common stock and Warrants to purchase 1,320,000 shares of the Company's common stock, not including the Units and Warrants into which the Note is exercisable. As of the date of this report the reporting person has not informed the Company of its intention to convert any portion of the Note into Units or Warrants.

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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