Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
4FRONT VENTURES CORP.
(Name of Issuer)
CLASS A SUBORDINATE VOTING SHARES
(Title of Class of Securities)
35086B108
(CUSIP Number)
December 31, 2019
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 35086B108 |
| 1. | Names of Reporting Persons
Gotham Green Partners, LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
55,033,157(1) Class A Shares. | ||||
| 6. | Shared Voting Power
See response to row 5. | |||||
| 7. | Sole Dispositive Power
55,033,157 Class A Shares. Gotham Green Partners, LLC is the SEC registered investment adviser to the Gotham funds. Gotham Green GP 1, LLC is the general partner of Gotham Green Fund 1, L.P. and Gotham Green Fund 1 (Q), L,P. Gotham Green Credit Partners GP 2, LLC is the general partner of Gotham Green Credit Partners SPV 2, L.P. As of December 31, 2019, Gotham Green Fund 1 (Q), L.P. beneficially owned 8,943,140 shares, Gotham Green Fund 1, L.P. beneficially owned 2,235,345 shares and Gotham Green Credit Partners SPV 2, L.P. beneficially owned 43,854,672 shares. | |||||
| 8. | Shared Dispositive Power
See response to row 7. | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
55,033,157(1) Class A Shares. | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row 9
30.4% | |||||
| 12. | Type of Reporting Person (see instructions)
PN | |||||
| (1) | As of December 31, 2019, Gotham Green Partners, LLC was the record owner of $34,455,123 principal amount of senior secured convertible notes (the “Notes”) and warrants to purchase 169,012 Class B Proportionate Voting shares of the Issuer (the “Class B Shares”), which warrant shares are convertible into an aggregate of 13,520,960 Class A Subordinate Voting Shares of the Issuer (the “Class A Shares”). The Notes are convertible into an aggregate of 518,902 Class B Shares of the Issuer, which are convertible for an aggregate of 41,512,197 Class A Shares of the Issuer. Each Class B Share is convertible into 80 Class A Shares. |
| Item 1(a). | Name of Issuer: 4Front Ventures Corp. | |
| Item 1(b). | Address of Issuer’s Principal Executive Offices: | |
| 5060 North 40th Street, Suite 120 | ||
| Phoenix, AZ 85018 | ||
| Item 2(a). | Name of Person Filing: | |
| Gotham Green Partners, LLC | ||
| Item 2(b). | Address of Principal Business Office or, if none, Residence: The address and principal business office of the Reporting Person is: | |
| 1437 4th Street, Suite 200 | ||
| Santa Monica, CA 90401 | ||
| Item 2(c). | Citizenship: | |
| Delaware | ||
| Item 2(d). | Title of Class of Securities: Class A Subordinate Voting Shares | |
| Item 2(e). | CUSIP Number: 35086B108 | |
| 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 (15 U.S.C. 78c); | ||
| (d) | ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | ||
| (e) | ☐ | 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) | ☐ | 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). | ||
| If filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution: ___ | ||||
| Item 4. | Ownership |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
As of December 31, 2019, Gotham Green Partners, LLC was the record owner of $34,455,123 principal amount of senior secured convertible notes (the “Notes”) and warrants to purchase 169,012 Class B Proportionate Voting shares of the Issuer (the “Class B Shares”), which warrant shares are convertible into an aggregate of 13,520,960 Class A Subordinate Voting Shares of the Issuer (the “Class A Shares”). The Notes are convertible into an aggregate of 518,902 Class B Shares of the Issuer, which are convertible for an aggregate of 41,512,197 Class A Shares of the Issuer. Each Class B Share is convertible into 80 Class A Shares.
| (a) | Amount beneficially owned:
See Row 9 of cover page for each Reporting Person. | |||||
| (b) | Percent of class:
See Row 11 of cover page for each Reporting Person. | |||||
| (c) | Number of shares as to which the person has:
See Row 9 of cover page for each Reporting Person. | |||||
| (i) | Sole power to vote or to direct the vote
See Row 5 of cover page for each Reporting Person. | |||||
| (ii) | Shared power to vote or to direct the vote
See Row 6 of cover page for each Reporting Person. | |||||
| (iii) | Sole power to dispose or to direct the disposition of
See Row 7 of cover page for each Reporting Person. | |||||
| (iv) | Shared power to dispose or to direct the disposition of
See Row 8 of cover page for each Reporting Person. | |||||
| Item 5. | Ownership of 5 Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☐.
| Item 6. | Ownership of More than 5 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 or Control Person. |
Not applicable.
Identification and Classification of Members of the Group
Not applicable.
| Item 8. | Notice of Dissolution of a Group |
Not applicable.
| Item 9. | Certification |
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| GOTHAM GREEN PARTNERS, LLC | ||
| By | /s/ Jason Adler | |
| Printed Name: Jason Adler | ||
| Title: Managing Member | ||
| Dated: May 29, 2020 | ||