Sec Form 4 Filing - Chicago Atlantic Credit Opportunities, LLC @ Vireo Growth Inc. - 2024-07-31

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 Chicago Atlantic Credit Opportunities, LLC 2. Issuer Name and Ticker or Trading Symbol Vireo Growth Inc. [ VREO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 420 N WABASH AVE STE 500, 3. Date of Earliest Transaction (MM/DD/YY) 07/31/2024 (Street) CHICAGO, IL60611 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 Subordinate Voting Shares 07/31/2024 J( 1 ) 8,981,727 A 20,941,311 D ( 2 ) Subordinate Voting Shares 07/31/2024 J( 1 ) 9,758 A 10,896 I See Footnote ( 1 ) Subordinate Voting Shares 07/31/2024 C 57,181,068 A $ 0.145 78,122,379 D ( 2 ) ( 3 ) Subordinate Voting Shares 07/31/2024 C 15,834,993 A $ 0.145 15,845,889 I See Footnote ( 4 )

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 Convertible Notes (right to buy) $ 0.145 07/31/2024 C 04/28/2023 04/30/2026 Subordinate Voting Shares 57,181,068 $ 0 0 D ( 2 ) ( 3 ) Convertible Notes (right to buy) $ 0.145 07/31/2024 C 04/28/2023 04/30/2026 Subordinate Voting Shares 15,834,993 $ 0 0 I See Footnote ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Chicago Atlantic Credit Opportunities, LLC 420 N WABASH AVE STE 500 CHICAGO, IL60611 X Chicago Atlantic Advisers, LLC 420 NORTH WABASH AVENUE SUITE 500 CHICAGO, IL60611 X Chicago Atlantic Group GP, LLC 420 N WABASH AVE STE 500 CHICAGO, IL60611 X Chicago Atlantic Group, LP 420 N WABASH AVE STE 500 CHICAGO, IL60611 X Chicago Atlantic GP Holdings, LLC 420 N WABASH AVE STE 500 CHICAGO, IL60611 X Chicago Atlantic Manager, LLC 420 N WABASH AVE STE 500 CHICAGO, IL60611 X Chicago Atlantic Opportunity GP, LLC 420 N WABASH AVE STE 500 CHICAGO, IL60611 X Chicago Atlantic Opportunity Portfolio, LP 420 N WABASH AVE STE 500 CHICAGO, IL60611 X Signatures /s/John Mazarakis, Authorized Person for all Filers 08/02/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported securities were issued to CAOP (as defined below) and another company for which CAG (as defined below) serves as managing member in partial consideration of certain reporting persons and their affiliate(s) entering into a ninth amendment to a credit agreement with the issuer and certain of its affiliates. ( 2 )Chicago Atlantic Group GP, LLC is the general partner of Chicago Atlantic Group, LP ("CAG") which is the managing member of Chicago Atlantic Advisers, LLC which is the investment manager of Chicago Atlantic Credit Opportunities, LLC ("CACO") and Chicago Atlantic Opportunity Portfolio, LP ("CAOP"). Chicago Atlantic GP Holdings, LLC ("CAGPH") is the managing member of Chicago Atlantic Manager, LLC which is the managing member of CACO. CAGPH is also the sole member of Chicago Atlantic Opportunity GP, LLC ("CAOGP") which is the general partner of CAOP. The address for all filing persons is set forth in Box 1. The filing persons disclaim beneficial ownership of all reported securities except to the extent of their pecuniary interest therein, if any. ( 3 )The convertible notes were converted by CAOP. ( 4 )The convertible notes were converted by a company for which CAG serves as managing member.

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).

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