SEC FORM 3

SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL 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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1. Name and Address of Reporting Person^*

Cohen Scott Jeffrey

(Last)

(First)

(Middle)

C/O THE GREENROSE HOLDING COMPANY INC.

111 BROADWAY

(Street)

AMITYVILLE

11701

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/22/2021

3. Issuer Name and Ticker or Trading Symbol
Greenrose Holding Co Inc. [ GNRS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Financial Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Private Warrant⁽¹⁾	⁽²⁾	⁽³⁾	Common Stock	10,000⁽⁴⁾	⁽⁵⁾	I	By Greenrose Associates LLC⁽⁶⁾

Explanation of Responses:

1. Greenrose Associates LLC (the "Sponsor"), of which the reporting person is a not member, issued Class C Units which were convertible to Private Warrants. The Reporting Person elected to receive Private Warrant. The Private Warrant is non-redeemable.

2. The Private Warrant became exercisable on December 30, 2021, which is the later of 30 days after completion of the Issuer's initial combination (November 26, 2021) or February 10, 2021.

3. The Private Warrant will expire five years after the completion of the Issuer's initial business combination, or November 26, 2026.

4. Consists of: 10,000 shares of common stock underlying the Private Warrants.

5. The Private Warrant entitles the Reporting Person to purchase up to 10,000 shares of common stock of The Greenrose Holding Company Inc. at a price of $11.50 per share, subject to adjustment.

6. The Reporting Person is not a member of the Sponsor and does not have voting or investment control of the Sponsor. The Reporting Person disclaims ownership of the securities held by the Sponsor.

	/s/ Scott Cohen	02/23/2022
	** 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 5 (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.

SEC Form 3 filed by new insider Cohen Scott Jeffrey