GNRS Greenrose Axquisition Corporation

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 OF SECURITIES                                                                                   
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940                       

1. Name and Address of Reporting Person * Greenrose Associates LLC	2. Issuer Name and Ticker or Trading Symbol Greenrose Acquisition Corp. [ GNRS ]	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) 111 BROADWAY	3. Date of Earliest Transaction (MM/DD/YYYY) 1/29/2021
(Street) AMITYVILLE,, NY 11701 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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 Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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
$1,000,000 Promissory Note	(1)	1/29/2021		P		$1000000 (1)		(1)	(1)	Units and/or Warrants (1)	(1)	(1)	$1000000 (2)	D

Explanation of Responses:
(1)	In connection with a $1,000,000 loan, on January 29, 2021, Greenrose Acquisition Corp. (the "Company") issued the reporting person a promissory note in the principal amount of $1,000,000 (the "Note"). The Note does not bear interest, may be repaid at any time and is due upon the Company completing its initial business combination. The Note allows the reporting person, at its sole option, to convert any of the principal amount due under the Note into the Company's units (the "Units") at a conversion price of $10.00 per Unit and/or warrants (the "Warrants") at a conversion price of $1.00 per Warrant. Each Unit consists of one share of the Company's common stock and a Warrant to purchase one share of the Company's common stock. The Warrants are exercisable at a price of $11.50 per share of common stock for a period of five years after the Company completes its initial business combination and may be exercised on a cashless basis.
(2)	As of the date of this report, the reporting person owns 4,532,500 shares of the Company's common stock and Warrants to purchase 1,320,000 shares of the Company's common stock, not including the Units and Warrants into which the Note, or the note issued by the Company to the reporting person on March 25, 2020 in the principal amount of $1,000,000, which allows the reporting person, at its sole option, to convert any of the principal amount due under the Note into the Company's Units at a conversion price of $10.00 per Unit and/or Warrants on the same terms as the Note (the "3/20 Note"), is exercisable. As of the date of this report the reporting person has not informed the Company of its intention to convert any portion of the Note or the 3/20 Note into Units or Warrants.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Greenrose Associates LLC 111 BROADWAY AMITYVILLE,, NY 11701		X

Signatures
/s/ William F. Harley III, Manager		2/1/2021
**Signature of Reporting Person		Date