Sec Form 3 Filing - Kravitz Bret @ Green Thumb Industries Inc. - 2023-01-01

FORM 3 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 Kravitz Bret 2. Issuer Name and Ticker or Trading Symbol Green Thumb Industries Inc. [ GTII/GTBIF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) GENERAL COUNSEL AND SECRETARY (Last) (First) (Middle) 325 W. HURON STREET, SUITE 700 3. Date of Earliest Transaction (MM/DD/YY) 01/01/2023 (Street) CHICAGO, IL60654 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 Subordinate Voting Shares 326,748 D Multiple Voting Shares 302 D

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 Employee Stock Options $ 8.58( 2 ) < /span> 09/27/2020( 1 ) 09/27/2024 Subordinate Voting Shares 6,000( 1 ) D Employee Stock Options $ 6.55( 4 ) 03/27/2021( 3 ) 03/27/2025 Subordinate Voting Shares 22,418( 3 ) D Employee Stock Options $ 29.68( 6 ) 04/01/2022( 5 ) 04/01/2026 Subordinate Voting Shares 7,470( 5 ) D Employee Stock Options $ 19.1( 8 ) 04/01/2023( 7 ) 04/01/2029 Subordinate Voting Shares 7,788( 7 ) D Employee Stock Options $ 7.98( 10 ) 07/01/2023( 9 ) 07/01/2029 Subordinate Voting Shares 19,379( 9 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kravitz Bret 325 W. HURON STREET SUITE 700 CHICAGO, IL60654 GENERAL COUNSEL AND SECRETARY Signatures /s/ Kathryn A. Lloyd, Attorney-in-Fact 01/04/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The stock option was granted on September 27, 2019 and is now fully vested. ( 2 )In the Issuer's discretion, the option may also be exercised for CA$11.37, based on the currency exchange rate of 1.3252 as reported by the Bank of Canada as of the close of trading on the Canadian Stock Exchange on September 27, 2019. ( 3 )The stock option was granted on March 27, 2020 and vests in one-third increments on March 27, 2021, March 27, 2022, and March 27, 2023. ( 4 )In the Issuer's discretion, the option may also be exercised for CA$9.22, based on the currency exchange rate of 1.4076 as reported by the Bank of Canada as of the close of trading on the Canadian Stock Exchange on March 27, 2020. ( 5 )The stock option was granted on April 1, 2021 and vests in one-third increments on April 1, 2022, April 1, 2023, and April 1, 2024. ( 6 )In the Issuer's discretion, the option may also be exercised for CA$37.29, based on the currency exchange rate of 1.2564 as reported by the Bank of Canada as of the close of trading on the Canadian Stock Exchange on April 1, 2021. ( 7 )The stock option was granted on April 1, 2022 and vests in one-third increments on April 1, 2023, April 1, 2024, and April 1, 2025. ( 8 )In the Issuer's discretion, the option may also be exercised for CA$23.90, based on the currency exchange rate of 1.2513 as reported by the Bank of Canada as of the close of trading on the Canadian Stock Exchange on April 1, 2022. ( 9 )The stock option was granted on July 1, 2022 and vests in one-half increments on January 1, 2023 and January 1, 2024. ( 10 )In the Issuer's discretion, the option may also be exercised for CA$10.28, based on the currency exchange rate of 1.2882 as reported by the Bank of Canada as of the close of trading on the Canadian Stock Exchange on July 1, 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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