SEC FORM 3

SEC Form 3

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^*

Beshears Thad

(Last)

(First)

(Middle)

C/O TRULIEVE CANNABIS CORP.

6749 BEN BOSTIC ROAD

(Street)

QUINCY

32351

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/04/2021

3. Issuer Name and Ticker or Trading Symbol
Trulieve Cannabis Corp. [ TRUL ]

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

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

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

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

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

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)
Subordinate Voting Shares	2,415,000	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Super Voting Shares	⁽¹⁾	⁽¹⁾	Subordinate Voting Shares	4,500,000	$0	D
Super Voting Shares	⁽¹⁾	⁽¹⁾	Subordinate Voting Shares	7,500,000	$0	I	by The Beshears 2020 Trust DTD 07/07/2020
Stock Option (Right to Buy)	⁽²⁾	01/03/2025	Subordinate Voting Shares	36,787	$11.52	D
Stock Option (Right to Buy)	⁽³⁾	01/04/2026	Subordinate Voting Shares	10,710	$33.42	D

Explanation of Responses:

1. Super Voting Shares are convertible into Multiple Voting Shares on a one-for-one basis and Multiple Voting Shares are convertible into Subordinate Voting Shares on a one-for-100 basis. Super Voting Shares are convertible at any time and have no expiration date.

2. 100% of the Subordinate Voting Shares underlying the option are fully vested and exercisable.

3. 50% of the Subordinate Voting Shares underlying the option will vest on December 31, 2021 and the remaining 50% of the Subordinate Voting Shares underlying the option will vest on December 31, 2022.

Remarks:

Exhibit 24 Power of Attorney filed herewith.

	Ryan M. Rourke Reed, Attorney-in-fact	02/04/2021
	** 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.