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 *

GRYSKA DAVID W
2. Issuer Name and Ticker or Trading Symbol

Mind Medicine (MindMed) Inc. [ MNMD ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

C/O MIND MEDICINE (MINDMED), INC, ONE WORLD TRADE CENTER, SUITE 8500
3. Date of Earliest Transaction (MM/DD/YYYY)

6/21/2023
(Street)

NEW YORK, NY 10007
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
(City)        (State)        (Zip)
Rule 10b5-1(c) Transaction Indication
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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
Common Shares 6/21/2023  A  13851 (1)A$0.00 13851 D  

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy) $3.61 6/21/2023  A   37594     (2)6/20/2033 Common Shares 37594 $0.00 37594 D  
Director's Deferred Share Units  (3)6/21/2023  A   13131     (3) (3)Common Shares  (3) (3)13131 D  

Explanation of Responses:
(1) These shares represent restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one Common Share of the Issuer. These RSUs will vest in three equal annual installments over such three-year period; provided, that in the event that the Reporting Person's continuous service as a member of the Board terminates for any reason other than for cause after the first anniversary of the grant date, a portion of these RSUs that would have vested on the next annual vesting date following the date of departure will immediately vest in full as of the date of termination of service on a prorated basis.
(2) The shares underlying the option shall vest and become exercisable 1/3 on June 21, 2024, with the remaining portion vesting in equal monthly installments over the two years thereafter, subject to the Reporting Person providing continuous service to the Issuer on each such date.
(3) Represents Directors' Deferred Share Units ("DDSUs") granted pursuant to the Issuer's Directors' Deferred Share Unit Plan (the "Plan"). DDSUs will vest 1/3 on June 21, 2024, with the remaining portion vesting in equal monthly installments over the two years thereafter. The DDSUs are to be settled in cash upon the termination of the Reporting Persons' directorship (each DDSU representing the right to receive the cash equivalent of the fair market value of one Common Share). Pursuant to the Plan, the fair market value of a Common Share is equal to the volume weighted average trading price of a Common Share on the Nasdaq Stock Market for the five business days immediately preceding the DDSUs vesting date. The DDSUs granted expire no later than 90 days after the Reporting Person's termination date or such other reasonable time as may be determined by the Administrators (defined in the Plan).

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
GRYSKA DAVID W
C/O MIND MEDICINE (MINDMED), INC
ONE WORLD TRADE CENTER, SUITE 8500
NEW YORK, NY 10007
X



Signatures
/s/ Carrie Liao, Attorney-in- Fact6/23/2023
**Signature of Reporting PersonDate


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).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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