SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Chicago Atlantic Credit Opportunities, LLC
(Last) (First) (Middle)
420 N WABASH AVE STE 500
(Street)
CHICAGO IL 60611
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Vireo Growth Inc. [ VREO ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/31/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 07/31/2024 J(1) 8,981,727 A (1) 20,941,311 D(2)
Subordinate Voting Shares 07/31/2024 J(1) 9,758 A (1) 10,896 I See Footnote(1)
Subordinate Voting Shares 07/31/2024 C 57,181,068 A $0.145 78,122,379 D(2)(3)
Subordinate Voting Shares 07/31/2024 C 15,834,993 A $0.145 15,845,889 I See Footnote(4)
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 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: 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
Convertible Notes (right to buy) $0.145 07/31/2024 C $8,291,254.88 04/28/2023 04/30/2026 Subordinate Voting Shares 57,181,068 $0 0 D(2)(3)
Convertible Notes (right to buy) $0.145 07/31/2024 C $2,296,074.01 04/28/2023 04/30/2026 Subordinate Voting Shares 15,834,993 $0 0 I See Footnote(4)
1. Name and Address of Reporting Person*
Chicago Atlantic Credit Opportunities, LLC
(Last) (First) (Middle)
420 N WABASH AVE STE 500
(Street)
CHICAGO IL 60611
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Chicago Atlantic Advisers, LLC
(Last) (First) (Middle)
420 NORTH WABASH AVENUE
SUITE 500
(Street)
CHICAGO IL 60611
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Chicago Atlantic Group GP, LLC
(Last) (First) (Middle)
420 N WABASH AVE STE 500
(Street)
CHICAGO IL 60611
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Chicago Atlantic Group, LP
(Last) (First) (Middle)
420 N WABASH AVE STE 500
(Street)
CHICAGO IL 60611
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Chicago Atlantic GP Holdings, LLC
(Last) (First) (Middle)
420 N WABASH AVE STE 500
(Street)
CHICAGO IL 60611
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Chicago Atlantic Manager, LLC
(Last) (First) (Middle)
420 N WABASH AVE STE 500
(Street)
CHICAGO IL 60611
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Chicago Atlantic Opportunity GP, LLC
(Last) (First) (Middle)
420 N WABASH AVE STE 500
(Street)
CHICAGO IL 60611
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Chicago Atlantic Opportunity Portfolio, LP
(Last) (First) (Middle)
420 N WABASH AVE STE 500
(Street)
CHICAGO IL 60611
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The reported securities were issued to CAOP (as defined below) and another company for which CAG (as defined below) serves as managing member in partial consideration of certain reporting persons and their affiliate(s) entering into a ninth amendment to a credit agreement with the issuer and certain of its affiliates.
2. Chicago Atlantic Group GP, LLC is the general partner of Chicago Atlantic Group, LP ("CAG") which is the managing member of Chicago Atlantic Advisers, LLC which is the investment manager of Chicago Atlantic Credit Opportunities, LLC ("CACO") and Chicago Atlantic Opportunity Portfolio, LP ("CAOP"). Chicago Atlantic GP Holdings, LLC ("CAGPH") is the managing member of Chicago Atlantic Manager, LLC which is the managing member of CACO. CAGPH is also the sole member of Chicago Atlantic Opportunity GP, LLC ("CAOGP") which is the general partner of CAOP. The address for all filing persons is set forth in Box 1. The filing persons disclaim beneficial ownership of all reported securities except to the extent of their pecuniary interest therein, if any.
3. The convertible notes were converted by CAOP.
4. The convertible notes were converted by a company for which CAG serves as managing member.
/s/John Mazarakis, Authorized Person for all Filers 08/02/2024
** Signature of Reporting Person Date
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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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