| 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). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
GreenLight Biosciences Holdings, PBC [ GRNA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/24/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 07/24/2023 | D | 63,775(1) | D | (1) | 0 | D | |||
| Common Stock | 07/24/2023 | J | 22,348,123(2) | D | (2) | 0 | I | By Builders Vision, LLC(3)(4) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (Right to Buy) | $7.96 | 07/24/2023 | D | 65,000(1) | (5) | 05/30/2032 | Common Stock | 65,000 | $0.00 | 0 | D | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Disposed of in connection with the merger of Issuer with a wholly-owned subsidiary of the acquiring company, pursuant to which the Issuer became a wholly-owned subsidiary of the acquiring company and all outstanding shares of Issuer's Common Stock were automatically cancelled in exchange for cash payment of $0.30 per share. |
| 2. Disposed of pursuant to a contribution and exchange agreement entered into in connection with the merger described above in exchange for the same number of shares of the acquiring company with a value of $0.40 per share. |
| 3. Total number of shares beneficially owned by the Reporting Person includes: (i) 11,551,245 shares held by S2G Builders Food & Agriculture Fund III, LP ("Fund III"); (ii) 2,087,043 shares held by S2G Ventures Fund I, L.P. ("Fund I"); (iii) 8,582,284 shares held by S2G Ventures Fund II, L.P. ("Fund II" and, together with Fund I, and Fund III, the "S2G Funds"); and (iv) 127,551 shares held by Builders GRNA Holdings, LLC ("SPV"). Builders Vision, LLC is the Manager Fund I, Fund II, and SPV and the General Partner of Fund III, and has power to vote or direct the voting of shares held by the S2G Funds and SPV. The General Partners of Fund I and Fund II are S2G Ventures, LLC and S2G Ventures II, LLC, respectively. |
| 4. (Continued) Mr. Walker, a director of the Issuer, is a Managing Director of Builders Vision, LLC, the impact platform founded by Lukas T. Walton, which includes S2G Ventures. By virtue of the foregoing, S2G Ventures, LLC and S2G Ventures II, LLC, Mr. Walker and Mr. Walton may be deemed to indirectly beneficially own (as defined in Rule 13d-3 of the Exchange Act) the shares of Common Stock held by the S2G Funds. Mr. Walker and Mr. Walton each disclaims beneficial ownership of these shares of Common Stock except to the extent of any pecuniary interest therein. |
| 5. 25,000 shares underlying the option vested or shall vest in four equal quarterly installments, the first of which shall vest on May 3, 2022. The remaining 40,000 shares underlying the option vested or shall vest in twelve equal quarterly installments, the first of which shall vest on May 3, 2022. The option was canceled pursuant to the merger for no payment. |
| Remarks: |
| /s/ Matthew Allen Walker | 07/24/2023 | |
| /s/ Lisa J. Forbes, as authorized officer of Builders Vision, LLC | 07/24/2023 | |
| ** 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 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). | ||
| 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. | ||