Sec Form 3 Filing - True Harvest, LLC @ Greenrose Holding Co Inc. - 2021-12-31

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 True Harvest, LLC 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 X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 4216 N. 43RD STREET 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2021 (Street) PHOENIX, AZ85018 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 Stock 4,430,378( 1 ) D

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 Note $ 10 12/31/2021 12/31/2024 Common Stock 2,300,000( 2 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other True Harvest, LLC 4216 N. 43RD STREET PHOENIX, AZ85018 X Macchiaroli Michael 4216 N. 43RD STREET PHOENIX, AZ85018 X Signatures /s/ Michael Macchiaroli, Manager of True Harvest, LLC 01/11/2022 Signature of Reporting Person Date /s/ Michael Macchiaroli 01/11/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares held by True Harvest, LLC ("True Harvest"). Michael Macchiaroli is the sole manager of True Harvest and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. ( 2 )Represents shares (the "Convertible Note Shares") issuable upon conversion of a convertible promissory note (the "Convertible Note") in the aggregate principal amount of $23 million held by True Harvest. The Convertible Note bears interest at a rate of 8.0% per annum and matures on December 31, 2024. All amounts of principal and interest under the Convertible Note may be paid in shares of common stock of The Greenrose Holding Company Inc. at a conversion price equal to $10.00, subject to adjustment, or, at True Harvest's election, in cash. The number of Convertible Note Shares reported in this Column 3 excludes shares issuable at the election of True Harvest upon conversion of accrued interest under the Convertible Note. Michael Macchiaroli is the sole manager of True Harvest and disclaims beneficial ownership of the Convertible Note Shares except to the extent of his pecuniary interest therein.

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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