Sec Form 3 Filing - Cohen Scott Jeffrey @ Greenrose Holding Co Inc. - 2021-12-22

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 Cohen Scott Jeffrey 2. Issuer Name and Ticker or Trading Symbol Greenrose Holding Co Inc. [ GNRS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) C/O THE GREENROSE HOLDING COMPANY INC., 111 BROADWAY 3. Date of Earliest Transaction (MM/DD/YY) 12/22/2021 (Street) AMITYVILLE, NY11701 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 Private Warrant( 1 ) ( 5 ) ( 2 ) ( 3 ) Common Stock 10,000( 4 ) I By Greenrose Associates LLC( 6 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Cohen Scott Jeffrey C/O THE GREENROSE HOLDING COMPANY INC. 111 BROADWAY AMITYVILLE, NY11701 Chief Financial Officer Signatures /s/ Scott Cohen 02/23/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Greenrose Associates LLC (the "Sponsor"), of which the reporting person is a not member, issued Class C Units which were convertible to Private Warrants. The Reporting Person elected to receive Private Warrant. The Private Warrant is non-redeemable. ( 2 )The Private Warrant became exercisable on December 30, 2021, which is the later of 30 days after completion of the Issuer's initial combination (November 26, 2021) or February 10, 2021. ( 3 )The Private Warrant will expire five years after the completion of the Issuer's initial business combination, or November 26, 2026. ( 4 )Consists of: 10,000 shares of common stock underlying the Private Warrants. ( 5 )The Private Warrant entitles the Reporting Person to purchase up to 10,000 shares of common stock of The Greenrose Holding Company Inc. at a price of $11.50 per share, subject to adjustment. ( 6 )The Reporting Person is not a member of the Sponsor and does not have voting or investment control of the Sponsor. The Reporting Person disclaims ownership of the securities held by the Sponsor.

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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