Ownership Submission
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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OMB APPROVAL
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OMB Number:3235-0104Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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Miles Aaron Nathaniel
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2. Date of Event Requiring Statement (Month/Day/Year)
2022-06-25
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3. Issuer Name and Ticker or Trading Symbol
Verano Holdings Corp. [VRNOF]
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(Last)
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(First)
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(Middle)
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415 NORTH DEARBORN STREET , 4TH FLOOR
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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Chief Investment Officer /
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5. If Amendment, Date Original Filed(Month/Day/Year)
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(Street)
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CHICAGO
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IL
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60654
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6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
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2. Amount of Securities Beneficially Owned
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3. Ownership Form: Direct (D) or Indirect (I)
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4. Nature of Indirect Beneficial Ownership
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
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2. Date Exercisable and Expiration Date
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3. Title and Amount of Securities Underlying Derivative Security
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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6. Nature of Indirect Beneficial Ownership
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Miles Aaron Nathaniel
415 NORTH DEARBORN STREET
4TH FLOOR
CHICAGO, IL60654
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Chief Investment Officer
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Signatures
Jacob M. Phillips, Attorney-in-Fact for Aaron Miles
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2022-06-27
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**Signature of Reporting Person
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Date
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Explanation of Responses:
(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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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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(1)
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The stock options were granted under the Verano Holdings Corp. Stock and Incentive Plan on February 18, 2021.
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(2)
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The stock options vest 25% on each of the 12-, 18-, 24- and 30-month anniversaries of the date of grant.
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(3)
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Class A Subordinate Voting Shares may be issued in lieu of Class B Proportionate Voting Shares, on an as-converted basis of 100:1, at the discretion of the compensation committee of the board of directors.
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(4)
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The stock options have an exercise price of $3,060 Canadian dollars per Class B Proportionate Voting Share.
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(5)
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The restricted stock units were granted under the Verano Holdings Corp. Stock and Incentive Plan on February 18, 2021. Each restricted stock unit reflects a contingent right to receive one Class B Proportionate Voting Share.
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(6)
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The restricted stock units vest 25% on each of the 12-, 18-, 24- and 30-month anniversaries of the date of grant.
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(7)
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The restricted stock units vest 25% on each 6-month anniversary of the date of grant.
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(8)
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The restricted stock units were granted under the Verano Holdings Corp. Stock and Incentive Plan on June 23, 2022. Each restricted stock unit reflects a contingent right to receive one Class A Subordinate Voting Share.
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(9)
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The restricted stock units vest 41.5% on the 12-month anniversary of June 1, 2022, and 19.5% on each of the following three six-month anniversaries thereafter.
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Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
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