Sec Form 13G Filing - Millstreet Capital Management LLC filing for Ascend Wellness Holdings Inc. (AAWH) - 2024-02-14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Ascend Wellness Holdings, Inc.

Class A Common Stock

04351N106

December 31, 2023

(Date of Event which Requires Filing of this Statement)

1

Names of Reporting Persons.

 

Millstreet Capital Management LLC

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

3

SEC Use Only

4

Citizenship or Place of Organization.

 

Delaware

 

Number

of Shares

Beneficially

Owned by

Each

Reporting

Person With

 

0 shares

 

 

18,564,003 shares (See Item 4 below)

 

 

0 shares

 

 

18,564,003 shares (See Item 4 below)

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

18,564,003 shares (See Item 4 below)

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ]

11

Percent of Class Represented by Amount in Row (9)

 

8.9% (See Item 4 below)

 

12

Type of Reporting Person (See Instructions)

 

IA

1

Names of Reporting Persons.

 

Brian D. Connolly

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

3

SEC Use Only

4

Citizenship or Place of Organization.

 

United States

 

Number

of Shares

Beneficially

Owned by

Each

Reporting

Person With

 

0 shares

 

 

18,564,003 shares (See Item 4 below)

 

 

0 shares

 

 

18,564,003 shares (See Item 4 below)

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

18,564,003 shares (See Item 4 below)

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ]

11

Percent of Class Represented by Amount in Row (9)

 

8.9% (See Item 4 below)

 

12

Type of Reporting Person (See Instructions)

 

HC, IN

1

Names of Reporting Persons.

 

Craig M. Kelleher

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

3

SEC Use Only

4

Citizenship or Place of Organization.

 

United States

 

Number

of Shares

Beneficially

Owned by

Each

Reporting

Person With

 

0 shares

 

 

18,564,003 shares (See Item 4 below)

 

 

0 shares

 

 

18,564,003 shares (See Item 4 below)

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

18,564,003 shares (See Item 4 below)

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ]

11

Percent of Class Represented by Amount in Row (9)

 

 8.9% (See Item 4 below)

 

12

Type of Reporting Person (See Instructions)

 

HC, IN

Item 1

(a)

Name of Issuer

Ascend Wellness Holdings, Inc.

(b)

Address of Issuer’s Principal Executive Offices

1411 Broadway, 16th Floor, New York, NY 10018

Item 2

(a)

Name of Person Filing

Millstreet Capital Management LLC

Brian D. Connolly

Craig M. Kelleher

 

(b)

Address of Principal Business Office or, if none, Residence

Millstreet Capital Management LLC

Brian D. Connolly

Craig M. Kelleher

c/o Millstreet Capital Management LLC

545 Boylston Street, 8th Floor

Boston, MA 02116

 

(c)

Citizenship

Millstreet Capital Management LLC – Delaware

Brian D. Connolly – United States

Craig M. Kelleher – United States

 

(d)

Title of Class of Securities

Class A Common Stock

(e)

CUSIP Number

04351N106

Item 3

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

[ ]

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)

[ ]

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

[ ]

Insurance Company as defined in Section 3(a)(19) of the Act;

(d)

[ ]

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);

(e)

[x]

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

[ ]

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

[x]

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

[ ]

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

[ ]

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

[ ]

A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);

(k)

[ ]

Group, in accordance with §240.13d-1(b)(1)(ii)(K).

Item 4

Ownership

Shares reported herein represent 17,273,223 shares Class A Common Stock and an additional 1,290,780 shares of Class A Common Stock issuable upon the exercise of warrants, which may be deemed beneficially owned by Millstreet Capital Management LLC (“Millstreet”) in its capacity as investment manager to private investment vehicles.  Mr. Connolly and Mr. Kelleher are Managing Members of Millstreet.  Shares reported herein for Mr. Connolly and Mr. Kelleher represent the above referenced shares reported with respect to Millstreet.  Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.

Item 4(a)

Amount Beneficially Owned

The information set forth in Rows 5 through 11 on the cover page of each Reporting Person is hereby incorporated by reference into this Item 4(a) for each such Reporting Person.

 

Item 4(b)

Percent of Class

The information set forth in Rows 5 through 11 on the cover page of each Reporting Person is hereby incorporated by reference into this Item 4(b) for each such Reporting Person.  The percentages reported herein are calculated on the basis of the Company’s statement in its Quarterly Report of Form 10-Q for the quarter ended September 30, 2023, that there were 206,628,947 shares of Class A Common Stock outstanding as of November 6, 2023.

 

Item 4(c)

Number of shares as to which each such person has voting and dispositive power:

(i)

sole power to vote or to direct the vote

(ii)

shared power to vote or to direct the vote

(iii)

sole power to dispose or to direct the disposition of

(iv)

shared power to dispose or to direct the disposition of

The information set forth in Rows 5 through 11 on the cover page of each Reporting Person is hereby incorporated by reference into this Item 4(c) for each such Reporting Person.

Item 5

Ownership of Five Percent or Less of a Class

Not applicable.

 

Item 6

Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

 

Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Not applicable.

 

Item 8

Identification and Classification of Members of the Group

Not applicable.

 

Item 9

Notice of Dissolution of Group

Not applicable.

 

Item 10

Certification

Exhibits

Exhibit

99.1

Joint Filing Agreement by and between the Reporting Persons.

MILLSTREET CAPITAL MANAGEMENT LLC

            Brian D. Connolly, Managing Member

Brian D. Connolly

             Brian D. Connolly

Craig M. Kelleher

             Craig M. Kelleher