New insider Leonard William P claimed ownership of 832,500 shares (SEC Form 3)
$GBNH
Misc Health and Biotechnology Services
Health Care
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 01/01/2024 |
3. Issuer Name and Ticker or Trading Symbol
Greenbrook TMS Inc. [ GBNH ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Shares | 832,500 | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Options | (1) | 02/03/2030 | Common Shares | 10,000 | $10.13(2) | D | |
| Options | (3) | 05/15/2033 | Common Shares | 100,000 | $0.75 | D | |
| Performance Share Units | 12/31/2023(4) | 03/15/2024 | Common Shares | 3,865 | $0.00(5) | D | |
| Subordinated Convertible Notes(6) | 08/28/2023 | (7) | Common Shares | 184,502(8) | (9) | D | |
| Explanation of Responses: |
| 1. These options were granted pursuant to the Company's Amended Employee Stock Option Plan, as described in the Company's 2022 Meeting Information Circular, filed with the Securities and Exchange Commission on May 23, 2023. The options were granted on February 3, 2020 and vested over a three year period, with one-third vesting on each of the 3 anniversaries of the date of the grant. As of the date hereof, all options are vested and exercisable. |
| 2. Converted to USD based on the average daily exchange rate of the Bank of Canada reported on December 29, 2023. Each option may be exercised for a price of $13.40 Canadian dollars. |
| 3. These options were granted pursuant to the Company's Omnibus Equity Incentive Plan (the "Equity Incentive Plan"), as described in the Company's 2022 Meeting Information Circular, filed with the Securities and Exchange Commission on May 23, 2023, on May 15, 2023. Half of the options granted immediately vested while the remaining half vest over a two-year period, with one-quarter of the total amount vesting on each of the 2 anniversaries of the date of the grant. As of the date hereof, 50,000 options are vested and exercisable. |
| 4. These performance share units were granted pursuant to the Equity Incentive Plan, by the Company on August 5, 2021. The performance share units vested on December 31, 2023 after the attainment of certain performance vesting conditions relating to strategic initiatives. |
| 5. The performance share units are to be settled in cash on or before March 15, 2024. The total cash award will be equivalent to the closing price of the Common Shares covered by the performance share unit on the date of settlement. |
| 6. On August 28, 2023, Mr. Leonard acquired from the Company, upon exchange on a private placement basis of previously-held Company-issued notes, an aggregate principal amount of $40,000 of the Company's subordinated convertible promissory notes (the "Subordinated Convertible Notes"). |
| 7. The latest date that the Subordinated Convertible Notes can mature is March 31, 2028. |
| 8. The number of shares issuable upon conversion of the Subordinated Convertible Note is calculated by multiplying the Reference Conversion Price (as defined in footnote 9) by the aggregate principal amount of Mr. Leonard's Subordinated Convertible Notes. |
| 9. The Subordinated Convertible Notes are convertible at a price equal to the lesser of (a) 85% of the closing price per Common Shares on Nasdaq or any other market as of the closing date for such Subordinated Convertible Notes (the "Reference Conversion Price") with the Reference Conversion Price in effect as of January 2, 2024 being $0.2168 and (b)(i) 85% of the 30-day volume weighted average trading price of the Common Shares prior to conversion, or (ii) if the Common Shares are not listed on any of Nasdaq or another trading market at the time of conversion, a per share price based equal to 85% of the fair market value per Common Share as of such date; provided, that, in any event, the Subordinated Convertible Note conversion price shall not be lower than $0.078. The Subordinated Convertible Notes conversion price is also subject to customary anti-dilution adjustments. |
| Remarks: |
| /s/William Leonard | 01/02/2024 | |
| ** Signature of Reporting Person | Date | |
| 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 5 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||