Sec Form 4 Filing - J.W. Opportunities Master Fund, Ltd. @ TerrAscend Corp. - 2023-03-24

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 J.W. Opportunities Master Fund, Ltd. 2. Issuer Name and Ticker or Trading Symbol TerrAscend Corp. [ TRSSF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Former 10% Owner (Last) (First) (Middle) 27 HOSPITAL ROAD, GEORGE TOWN 3. Date of Earliest Transaction (MM/DD/YY) 03/24/2023 (Street) GRAND CAYMAN, E9KY1-9008 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 Common Shares 19,352,516 D ( 1 )

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 Series A Preferred Shares ( 1 ) ( 1 ) ( 1 ) See Footnote ( 1 ) ( 1 ) 3,000,000 D ( 1 ) Warrants (convertible to Series C Preferred Shares) ( 1 ) ( 1 ) ( 1 ) See Footnote ( 1 ) ( 1 ) 3,000,000 D ( 1 ) Warrants (convertible to Common Shares) ( 1 ) ( 1 ) ( 1 ) See Footnote ( 1 ) ( 1 ) 771,685 D ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other J.W. Opportunities Master Fund, Ltd. 27 HOSPITAL ROAD GEORGE TOWN GRAND CAYMAN, E9KY1-9008 Former 10% Owner Signatures /s/ Jason Klarreich, Attorney-in-Fact, JW Opportunities Master Fund, Ltd. 03/27/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )JW Opportunities Master Fund, Ltd. ("JWO") previously filed Form 4 jointly with JW Asset Management, LLC and certain other reporting persons as a result of certain transactions in which JWO and/or such reporting persons, acquired or sold certain non-derivative securities and/or derivative securities of the Issuer. The amount of 19,352,516 in Table I reflects the aggregate amount of common shares held by JWO. The amounts of 3,000,000, 3,000,000 and 771,685 in Table II reflect the amounts of respective derivative securities held by JWO.

Remarks: This "Exit" Form 4 is voluntarily filed to report that the Reporting Person is no longer a 10% owner of the Issuer. According to the Issuer's recently filed Form 10-K, its number of outstanding common shares was 273,403,288 as of March 14, 2023, therefore the Reporting Person is no longer subject to Section 16 reporting. The Reporting Person did not have any transactions in the Issuer's securities during the time that it was a Section 16 reporting person other than those previously disclosed in Form 4, with respect to transactions dated March 10, 2022, March 21, 2022, March 22, 2022 and August 23, 2022.

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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