Sec Form 4 Filing - Stanton Nicole @ HARVEST HEALTH & RECREATION INC. - 2021-10-01

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 Stanton Nicole 2. Issuer Name and Ticker or Trading Symbol HARVEST HEALTH & RECREATION INC. [ HRVSF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) VP, General Counsel&Secretary (Last) (First) (Middle) 1155 W. RIO SALADO PARKWAY, SUITE 201 3. Date of Earliest Transaction (MM/DD/YY) 10/01/2021 (Street) TEMPE,, AZ85281 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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

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 Stock Options $ 7.04 ( 1 ) 10/01/2021 D 240,000 ( 2 ) ( 2 ) Subordinate Voting Shares 240,000 ( 2 ) 0 D Stock Options $ 4.05 ( 1 ) 10/01/2021 D 120,000 ( 3 ) ( 3 ) Subordinate Voting Shares 120,000 ( 3 ) 0 D Stock Options $ 1.48 ( 1 ) 10/01/2021 D 140,000 ( 4 ) ( 4 ) Subordinate Voting Shares 140,000 ( 4 ) 0 D Stock Options $ 2.75 ( 1 ) 10/01/2021 D 200,000 ( 5 ) ( 5 ) Subordinate Voting Shares 200,000 ( 5 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Stanton Nicole 1155 W. RIO SALADO PARKWAY, SUITE 201 TEMPE,, AZ85281 VP, General Counsel&Secretary Signatures /s/ Allison McBride, Attorney-in-fact 10/05/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Exercise price is denominated and reported in Canadian dollars. ( 2 )The stock options were granted on September 10, 2019 and vest in four equal annual installments beginning on September 10, 2020. Adjusted pursuant to the Arrangement Agreement, dated as of May 10, 2021 (the "Arrangement Agreement"), between Harvest Health and Recreation Inc. and Trulieve Cannabis Corp. ("Trulieve"), resulting in an option to receive 28,080 subordinate voting shares of Trulieve with an exercise price of CAD$60.18 per share. ( 3 )The stock options were granted on February 3, 2020 and vest in four equal annual installments beginning on September 10, 2020. Adjusted pursuant to the Arrangement Agreement resulting in an option to receive 14,040 subordinate voting shares of Trulieve with an exercise price of CAD$34.62 per share. ( 4 )The stock options were granted on July 14, 2020 and vest in four equal annual installments beginning on July 14, 2021. Adjusted pursuant to the Arrangement Agreement resulting in an option to receive 16,380 subordinate voting shares of Trulieve with an exercise price of CAD$12.65 per share. ( 5 )The stock options were granted on December 31, 2020 and vest in two equal annual installments beginning on January 1, 2021. Adjusted pursuant to the Arrangement Agreement resulting in an option to receive 23.400 subordinate voting shares of Trulieve with an exercise price of CAD$23.51 per share.

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).

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