Sec Form 3 Filing - Morningside Venture Investments Ltd @ GreenLight Biosciences Holdings, PBC - 2022-02-02

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 Morningside Venture Investments Ltd 2. Issuer Name and Ticker or Trading Symbol GreenLight Biosciences Holdings, PBC [ GRNA] 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) C/O THC MANAGEMENT SERVICES S.A.M., 3-5 AVENUE DES CITRONNIERS 3. Date of Earliest Transaction (MM/DD/YY) 02/02/2022 (Street) MONACO, O9MC 98000 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

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 Class A Common Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 12,857,931 D( 2 ) Class A Common Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 1,000,000 D( 2 )( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Morningside Venture Investments Ltd C/O THC MANAGEMENT SERVICES S.A.M. 3-5 AVENUE DES CITRONNIERS MONACO, O9MC 98000 X MVIL, LLC C/O 22ND FLOOR, HANG LUNG CENTRE 2-20 PATERSON ST. CAUSEWAY BAY, HONG KONG, K3 X Signatures /s/ Frances Anne Elizabeth Richards, for Morningside Venture Investments Limited 03/17/2022 Signature of Reporting Person Date /s/ Chen Yee Wing Betty, for MVIL LLC 03/17/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares of Class A common stock automatically convert into the same number of shares of the Issuer's Common Stock without payment or further consideration in connection with the closing of the Issuer's business combination transaction. The Class A Common Stock has no expiration date. ( 2 )Frances Anne Elizabeth Richard, Jill Marie Franklin, Peter Stuart Allenby Edwards and Cheung Ka Ho are the directors of Morningside and share voting and dispositive power with respect to the securities held by Morningside Venture Investments Limited ("Morningside") and MVIL, LLC ("MVIL LLC"), Morningside's wholly-owned subsidiary. Ms. Richard, Ms. Franklin, Mr. Edwards and Mr. Cheung each disclaim ownership of the securities owned by Morningside and MVIL LLC. Cheng Yee Wing Betty and Wong See Wai are the managers of MVIL and share voting and dispositive power with respect to the securities held by MVIL LLC. Ms. Cheng and Mr. Wong each disclaim ownership of the securities owned by MVIL LLC. ( 3 )Represent shares held by MVIL, LLC.

Remarks: The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Securities Exchange Act of 1934.

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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