Form 4 - Statement of changes in beneficial ownership of securities

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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.

---