Verano Holdings Corp.

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SEC FORM 4 SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Spreckman David

(Last)

(First)

(Middle)

224 WEST HILL STREET

SUITE 400

(Street)

CHICAGO

60610

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Verano Holdings Corp. [ VRNOF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
	Officer (give title below)	Other (specify below)
Chief Marketing Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/03/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Subordinate Voting Shares	06/03/2024		M⁽¹⁾		61,789	A	$0	137,224	D

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units⁽²⁾	$0	06/03/2024		M⁽¹⁾			11,532	⁽³⁾	⁽³⁾	Class A Subordinate Voting Shares	11,532	$0	288,862	D
Restricted Stock Units⁽⁴⁾	$0	06/03/2024		M⁽¹⁾			41,752	⁽⁵⁾	⁽⁵⁾	Class A Subordinate Voting Shares	41,752	$0	247,110	D
Restricted Stock Units⁽⁶⁾	$0	06/03/2024		M⁽¹⁾			8,505	⁽⁷⁾	⁽⁷⁾	Class A Subordinate Voting Shares	8,505	$0	238,605	D

Explanation of Responses:

1. This transaction represents the settlement of vested restricted stock units into Class A Subordinate Voting Shares.

2. The restricted stock units disposed in this transaction were granted under the Verano Holdings Corp. Stock and Incentive Plan on June 23, 2022. Each restricted stock unit reflects a contingent right to receive one Class A Subordinate Voting Share and vested 25% on June 1, 2023, 25% on December 1, 2023 and 25% on June 1, 2024 and will thereafter vest 25% on December 1, 2024.

3. The restricted stock units disposed in this transaction settled on June 3, 2024.

4. The restricted stock units disposed in this transaction were granted under the Verano Holdings Corp. Stock and Incentive Plan on June 1, 2023. Each restricted stock unit reflects a contingent right to receive one Class A Subordinate Voting Share and vested 25% on June 1, 2024 and thereafter will vest 25% on each six-month anniversary of June 1, 2024.

5. The restricted stock units disposed in this transaction settled on June 3, 2024.

6. The restricted stock units disposed in this transaction were granted under the Verano Holdings Corp. Stock and Incentive Plan on September 1, 2023. Each restricted stock unit represents a contingent right to receive one Class A Subordinate Voting Share and vested 25% on June 1, 2024 and thereafter will vest 25% on each six-month anniversary of June 1, 2024.

7. The restricted stock units disposed in this transaction settled on June 3, 2024.

	/s/ Kevan Fisher, Attorney-in-Fact	06/05/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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