Sec Form 4 Filing - Kennedy David @ GreenLight Biosciences Holdings, PBC - 2022-02-02

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 Kennedy David 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 _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) General Counsel & Secretary (Last) (First) (Middle) C/O GREENLIGHT BIOSCIENCES HOLDINGS, PBC, 200 BOSTON AVENUE, SUITE 3100 3. Date of Earliest Transaction (MM/DD/YY) 02/02/2022 (Street) MEDFORD, MA02155 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 Stock Option (Right to Buy) $ 1.23 02/02/2022 A 235,992 ( 1 ) 03/25/2031 Common Stock 235,992 ( 2 ) 235,992 D Stock Option (Right to Buy) $ 1.23 02/02/2022 A 3,693 ( 3 ) 03/25/2031 Common Stock 3,693 ( 2 ) 3,693 D Stock Option (Right to Buy) $ 2.61 02/02/2022 A 66,560 ( 4 ) 06/30/2031 Common Stock 66,560 ( 2 ) 66,560 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kennedy David C/O GREENLIGHT BIOSCIENCES HOLDINGS, PBC 200 BOSTON AVENUE, SUITE 3100 MEDFORD, MA02155 General Counsel & Secretary Signatures /s/ David Kennedy 02/04/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )25% of the shares underlying the option vested or shall vest on July 17, 2021 and the remainder of the shares vested or shall vest in 36 equal monthly installments thereafter, starting August 17, 2021. ( 2 )This option was issued pursuant to the terms of a business combination agreement involving the issuer and GreenLight Biosciences, Inc. in exchange for a comparable option previously issued by such company. ( 3 )25% of the shares underlying the option vested on July 17, 2021 and the remainder of the shares vested or shall vest in 36 equal monthly installments thereafter, starting August 17, 2021. ( 4 )25% of the shares underlying the option vested or shall vest on June 30, 2021 and the remainder of the shares vested or shall vest in 36 equal monthly installments thereafter, starting July 30, 2022.

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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