Sec Form 4 Filing - McElvany Christopher @ Lucy Scientific Discovery, Inc. - 2023-02-13

Insider filing report for Changes in Beneficial Ownership
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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
McElvany Christopher
2. Issuer Name and Ticker or Trading Symbol
Lucy Scientific Discovery, Inc. [ LSDI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President and CEO
(Last) (First) (Middle)
C/O LUCY SCIENTIFIC DISCOVERY, INC., 301-1321 BLANSHARD STREET
3. Date of Earliest Transaction (MM/DD/YY)
02/13/2023
(Street)
VICTORIA, A1V8W 0B6
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 02/13/2023 J( 1 ) 118,403 A $ 2.4 118,403 I By Supercritical Labs, LLC ( 2 )
Common Shares 02/13/2023 C 366,187 ( 3 ) A $ 2.4 366,187 I By Downwind Investments, LLC ( 4 )
Common Shares 990,741 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
8% Convertible Promissory Note $ 2.4 02/13/2023 C 500,000 ( 5 ) 02/25/2021 ( 6 ) Common Shares 366,187 $ 0 0 I By: Downwind Investments, LLC ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
McElvany Christopher
C/O LUCY SCIENTIFIC DISCOVERY, INC.
301-1321 BLANSHARD STREET
VICTORIA, A1V8W 0B6
X President and CEO
Signatures
/s/ Brian Zasitko, Attorney-in-Fact 02/15/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These common shares were issued Supercritical Labs, LLC ("Supercritical") pursuant to a debt settlement with the Issuer in satisfaction of approximately $284,167 due to Supercritical in consulting fees
( 2 )The securities are held by Supercritical Labs, LLC ("Supercritical"). The reporting person is the sole member of Supercritical. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
( 3 )The common shares acquired in this transaction resulted from the conversion of a convertible note in the principal amount of $500,000, plus accrued and unpaid interest.
( 4 )The securities are held by Downwind Investments, LLC ("Downwind Investments"). The reporting person and his spouse are the sole members of Downwind Investments. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein
( 5 )Represents the principal amount of the convertible note and excludes accrued and unpaid interest.
( 6 )The outstanding principal amount and accrued and unpaid interest of the convertible note was converted into common shares upon the closing of the issuer's initial public offering.

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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