Sec Form 13D Filing - MSS GB SPV LP filing for GREENBROOK TMS INC (GBNHF) - 2021-12-02

Masters Special Situations, LLC

3060 Peachtree Road, NW, Suite 1425

Atlanta, Georgia 30305

Telephone- (404) 364-2021

(Name, Address and Telephone Number of Person Authorized to Receive

Notices and Communications)

899,997

899,997

1,499,997

This Schedule 13D is being filed jointly by (i) Masters Special Situations, LLC, a Georgia limited liability company, (ii) MSS GB SPV LP, a Delaware limited partnership, (iii) MSS GB SPV GP, LLC, a Delaware limited liability company and (iv) Michael Masters, a United States citizen (collectively, the "Reporting Persons").

The principal business address of the Reporting Persons is 3060 Peachtree Road, NW, Suite 1425, Atlanta, Georgia 30305.

Michael Masters is the controlling founder of Masters Special Situations, LLC, an investment management firm that serves as the investment manager to a private fund, MSS GB SPV LP. MSS GB SPV GP, LLC serves as the general partner of MSS GB SPV LP. Michael Masters is also the managing member of another investment management firm that serves as investment manager to certain private funds.

None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

The funds for the purchase of the Common Shares beneficially owned by the Reporting Persons came from the working capital of MSS GB SPV LP and the other private funds managed by the other investment management firm managed by Michael Masters.

No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes (including certain leverage arrangements) in the ordinary course of business.

The Common Shares held by the Reporting Persons were acquired for investment purposes in the ordinary course of the Reporting Persons' investment activities.

Masters Special Situations, LLC has the right to nominate a director to the board of directors of the Issuer and intends to nominate Robert Higgins, an employee of Masters Special Situations, LLC.

Except as otherwise set forth herein, the Reporting Persons do not have any present plans or proposals which would relate to, or result in, the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D.

The Reporting Persons reserve the right, at a later date, to effect one or more of such changes or transactions in the number of Shares they may be deemed to beneficially own.

(a)-(c)

As of the date hereof, (i) Michael Masters may be deemed to be the beneficial owner of 1,499,997 Common Shares or 8.43% of the shares of the Common Shares of the Issuer, and (ii) each of MSS GB SPV LP, MSS GB SPV GP, LLC and Masters Special Situations, LLC may be deemed to be the beneficial owner of 899,997 Common Shares or 5.06% of the shares of the Common Shares of the Issuer, in each case based upon 17,801,885 Common Shares outstanding as of November 11, 2021 according to the Issuer.

Michael Masters has the sole power to vote or direct the vote of 0 Common Shares and the shared power to vote or direct the vote of 1,499,997 Common Shares.

Each of MSS GB SPV LP, MSS GB SPV GP, LLC and Masters Special Situations, LLC has the sole power to vote or direct the vote of 0 Common Shares and the shared power to vote or direct the vote of 899,997 Common Shares.

Michael Masters has the sole power to dispose or direct the disposition of 0 shares of Common Shares and the shared power to dispose or direct the disposition of 1,499,997 Common Shares.

Each of MSS GB SPV LP, MSS GB SPV GP, LLC and Masters Special Situations, LLC has the sole power to dispose or direct the disposition of 0 shares of Common Shares and the shared power to dispose or direct the disposition of 899,997 Common Shares.

Transactions in the securities of the Issuer during the last sixty days are set forth in Exhibit B.

The aforementioned Common Shares were acquired for investment purposes. The Reporting Persons may acquire additional securities of the Issuer, dispose of all or some of these securities from time to time, in each case in open market or private transactions, block sales or purchases or otherwise, or may continue to hold the Common Shares.

The Reporting Persons specifically disclaim beneficial ownership in the Common Shares reported herein except to the extent of their pecuniary interest therein.

An agreement relating to the filing of a joint statement as required by Rule 13d-1(f) under the Securities Exchange Act of 1934 is filed herewith as Exhibit A.