Sec Form 4 Filing - JW Asset Management, LLC @ TerrAscend Corp. - 2024-06-17

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 JW Asset Management, LLC 2. Issuer Name and Ticker or Trading Symbol TerrAscend Corp. [ TSNDF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Chairman (Last) (First) (Middle) 1051 N. VENETIAN DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 06/17/2024 (Street) MIAMI BEACH, FL33139 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 Common Shares 06/17/2024 A 362,161 A $ 0 ( 4 ) 90,776,837 D ( 1 ) ( 2 ) ( 3 )

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 Options $ 3.16 06/17/2024 A 1,000,000 06/17/2024 06/19/2028 Common Shares 1,000,000 $ 0 ( 5 ) 1,250,000 ( 6 ) D ( 1 ) ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other JW Asset Management, LLC 1051 N. VENETIAN DRIVE MIAMI BEACH, FL33139 X X Executive Chairman JW Partners, LP 1051 N. VENETIAN DRIVE MIAMI BEACH, FL33139 X JW GP, LLC 1051 N. VENETIAN DRIVE MIAMI BEACH, FL33139 X Wild Jason G. 1051 N. VENETIAN DRIVE MIAMI BEACH, FL33139 X Signatures /s/ Jason Klarreich, Attorney-in-Fact, JW Asset Management, LLC 06/20/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4 is being filed by JW Asset Management, LLC (the "Advisor") on behalf of itself and JW Partners, LP ("JWP"), JW GP, LLC (the "General Partner"), and Jason G. Wild ("Wild" and, together with the Advisor, JWP, and the General Partner, the "Reporting Persons"). The Advisor serves as the investment advisor of JWP. The General Partner serves as general partner to JWP. Wild is the managing member of the Advisor and the General Partner. Wild is the Trustee for the Wild Family Foundation and the Howard Wild 2012 Grandchildren's Trust. ( 2 )The amount of 362,161 in Item 4 of Table I reflects the 362,161 restricted share units ("RSUs") granted by the Issuer to Wild as director compensation requiring the filing of this statement. In accordance with Instruction 4(b)(iv) of Form 4, the entire amount of the Issuer's securities held by the Reporting Persons is reported herein. Wild's stock option issuance reflects terms previously granted to Mr. Wild on June 19, 2018 that expired on June 19, 2023, with a revised expiration date of June 19, 2028. Each of the Advisor, Wild and the General Partner, disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of its or his indirect pecuniary interest therein, and this report shall not be deemed an admission that either the Advisor, Wild or the General Partner are the beneficial owner of such securities for purposes of Section 16 or for any other purposes. ( 3 )The amount of 90,776,837 in Item 5 of Table I includes 3,037,525 direct non-derivative securities beneficially owned by Wild, including the RSUs previously reported. ( 4 )The price of 0 was filled in Item 4 of Table I because the 362,161 RSUs were an annual grant for Wild's service as a director of the Issuer. The shares underlying the RSUs will vest in full on 12/31/2024, subject to Wild's continuous service with the Issuer as of the vesting date. ( 5 )The price of 0 in item 8 of Table II reflects the options being issued without further cost to the Reporting Persons. ( 6 )The amount of 1,250,000 in Item 9 of Table II reflects the aggregate number of derivative securities directly owned by Wild after the acquisition of the 1,000,000 options on June 17, 2024 as reported in this Form 4.

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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