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^*

Upshaw Nichole Lee

(Last)

(First)

(Middle)

301 YAMATO ROAD

SUITE 3250

(Street)

BOCA RATON

33431

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/01/2022

3. Issuer Name and Ticker or Trading Symbol
Jushi Holdings Inc. [ JUSH/JUSHF ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief People 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)
Subordinate Voting Shares⁽¹⁾	125,448	D

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)
Stock Option (right to buy)	09/03/2019	09/03/2029	Subordinate Voting Shares	50,000	1.8	D
Stock Option (right to buy)⁽²⁾	10/27/2021	10/27/2031	Subordinate Voting Shares	600,000	3.91	D
Stock Option (right to buy)⁽³⁾	07/28/2022	07/28/2032	Subordinate Voting Shares	320,000	1.93	D

Explanation of Responses:

1. 30,865 of the Subordinate Voting Shares are restricted and vest on Sept. 22, 2023.

2. 500,000 of this Option will vest as to 20% of the total number of Shares subject to the Option on each yearly anniversary after the Vesting Commencement Date (5/1/2021), subject to continuous service. 100,000 of this Option will vest as to 33 1/3% of the total number of Shares subject to the Option on each yearly anniversary after the Vesting Commencement Date (5/1/2021), subject to continuous service.

3. This Option will vest as to 33 1/3% of the total number of Shares subject to the Option on each yearly anniversary after the Vesting Commencement Date (5/1/2022), subject to continuous service.

Remarks:

	/s/ Nichole Lee Upshaw	12/12/2022
	** 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.
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