Cacioppo Amends Jushi Holdings Stake Filing

TL;DR

Cacioppo group updated their Jushi Holdings stake filing - watch for moves.

AI Summary

On August 14, 2024, James A. Cacioppo filed an amendment (Amendment No. 4) to Schedule 13D concerning Jushi Holdings Inc. The filing indicates a change in beneficial ownership of Subordinate Voting Shares. The filing was made by Cacioppo and several associated entities including OEP Opportunities, L.P. and One East Capital Advisors, LP.

Why It Matters

This filing signals a potential shift in control or significant investment strategy for Jushi Holdings Inc., which could impact its stock price and future operations.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate actions or shifts in control, introducing uncertainty.

Key Players & Entities

• Jushi Holdings Inc. (company) — Subject Company
• James A. Cacioppo (person) — Filing Person
• OEP Opportunities, L.P. (company) — Group Member
• One East Capital Advisors, LP (company) — Group Member

FAQ

Key Financial Figures

• $2.00 — e Voting Shares at an exercise price of $2.00 per Subordinate Voting Share and (ii) t
• $1.93 — e Voting Shares at an exercise price of $1.93 per Subordinate Voting Share, each of w

Filing Documents

• jushiholdingsincschedule13.htm (SC 13D/A) — 238KB
• 0001628280-24-037532.txt ( ) — 240KB

Security and Issuer

Item 1. Security and Issuer The title of the class of equity securities to which this statement relates is the Subordinate Voting Shares of Jushi Holdings Inc., a British Columbia corporation (the " Issuer "). The principal executive offices of the Issuer are located at 301 Yamato Road, Suite 3250, Boca Raton, FL 33431.

Identity and Background

Item 2. Identity and Background (a) As used in this statement, the term " Reporting Persons " collectively refers to 1. James A. Cacioppo (" Cacioppo ") 2. OEP Opportunities, L.P. 3. One East Capital Advisors, LP 4. One East Partners L.P. 5. ST 2 LLC 6. JAC Serpentine LLC 7. Serpentine Capital Management II, LLC 8. Serpentine Capital Management III LLC (b) The business address of the Reporting Persons is 301 Yamato Road, Suite 3191, Boca Raton, FL 33431. (c) Cacioppo is a limited partner of OEP Opportunities, L.P. and the managing partner of One East Capital Advisors, L.P., which is the investment manager of OEP Opportunities, L.P.. Cacioppo is a limited partner of One East Partners LP and the managing partner of One East Capital Advisors, LP., which is the investment manager of One East Partners LP. Cacioppo is the managing member of ST 2 LLC. Cacioppo is the managing member of JAC Serpentine LLC. Cacioppo is a managing member of Serpentine Capital Management II, LLC. Cacioppo is the managing member of Serpentine Capital Management III LLC. (d) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, none of the Reporting Persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) The citizenship or place of organization for each of the Reporting Persons is listed in Row 6 of the cover pages hereto.

Source and Amount of Funds or Other Considerations

Item 3. Source and Amount of Funds or Other Considerations The information set forth in Item 4 hereof is hereby incorporated by reference into this Item 3, as applicable. Other than Serpentine Capital Management III LLC, t he Reporting Persons have beneficially owned the Subordinate Voting Shares since prior to the Section 12(g) registration of the Subordinate Voting Shares of the Issuer in August 2022. The Subordinate Voting Shares beneficially owned by the Reporting Persons, other than Subordinate Voting Shares issuable upon exercise of a warrant held by Serpentine Capital Management III LLC which was acquired in connection with a Credit Agreement, dated as of July 31, 2024, consist of shares owned prior to such registration and additional shares acquired since such registration.

Purpose of Transaction

Item 4. Purpose of Transaction The Reporting Persons acquired the Subordinate Voting Shares, Options and Warrants for investment purposes, and such purchases were made in the Reporting Persons' ordinary course of business. In pursuing such investment purposes, the Reporting Persons may further purchase, hold, vote, trade, dispose or otherwise deal in the Subordinate Voting Shares, Options and Warrants, as they deem advisable to benefit from changes in market prices, changes in the Issuer's operations, business strategy or prospects, or from a sale or merger of the Issuer - subject to limitation based on Cacioppo's current positions as Chief Executive Officer and member of the Board of Directors of the Issuer. To evaluate such alternatives, the Reporting Persons routinely monitor the Issuer's operations, prospects, business development, management, competitive and strategic matters, capital structure, and prevailing market conditions, as well as alternative investment opportunities, liquidity requirements of the Reporting Persons and other investment considerations. Consistent with their investment research methods and evaluation criteria, the Reporting Persons may discuss such matters with other officers or other directors of the Issuer, other shareholders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit and other investors. Such factors and discussions may materially affect, and result in, the Reporting Persons' modifying their ownership of the Subordinate Voting Shares, Options and Warrants, exchanging information with the Issuer pursuant to appropriate confidentiality or similar agreements, proposing changes in the Issuer's operations, governance or capitalization, or in proposing one or more of the other actions described in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right to formulate other plans andor make other proposals and

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer (a) The information relating to the beneficial ownership of Subordinate Voting Shares by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto is incorporated herein by reference. The percentages set forth in Row 13 for each of the cover pages filed herewith are calculated based upon (i) 196,643,264 Subordinate Voting Shares outstanding as of August 2, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q, as filed with the SEC on August 7, 2024, plus (ii) the number of Subordinate Voting Shares which the Reporting Person has the right to acquire through exercise of stock options andor warrants within sixty days from August 14, 2024. (b) The information relating to the number of shares as to which there is sole power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition by each of the Reporting Persons set forth in Rows 7 through 10 of the cover pages hereto is incorporated herein by reference. (c) On August 14, 2024, Cacioppo elected to cancel (i) the stock option granted to him on April 17, 2019 to purchase up to 2,385,000 Subordinate Voting Shares at an exercise price of $2.00 per Subordinate Voting Share and (ii) the stock option granted to him on July 28, 2022 to purchase up to 3,000,000 Subordinate Voting Shares at an exercise price of $1.93 per Subordinate Voting Share, each of which were fully vested as of such cancellation date, pursuant to an amendment to Cacioppo's existing employment agreement, as amended (the " Third Amendment ") . The Third Amendment provides that Cacioppo will instead be granted a stock option to purchase up to 5,385,000 Subordinate Voting Shares pursuant to the Issuer's 2019 Equity Incentive Plan and, in accordance with the Issuer's Stock Option Cancellation and Regrant Program, on the first date such grant may be made in compliance with U.S. and Canadi

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Not applicable.

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits Not applicable. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated August 16, 2024 s James A. Cacioppo JAMES A. CACIOPPO OEP OPPORTUNITIES, L.P. s James A. Cacioppo Name James A. Cacioppo Title Partner ONE EAST CAPITAL ADVISORS, LP s James A. Cacioppo Name James A. Cacioppo Title Partner ONE EAST PARTNERS L.P. s James A. Cacioppo Name James A. Cacioppo Title Partner ST 2 LLC s James A. Cacioppo Name James A. Cacioppo Title Managing Member JAC SERPENTINE LLC s James A. Cacioppo Name James A. Cacioppo Title Managing Member SERPENTINE CAPITAL MANAGEMENT II, LLC s James A. Cacioppo Name James A. Cacioppo Title Managing Member SERPENTINE CAPITAL MANAGEMENT III LLC s James A. Cacioppo Name James A. Cacioppo Title Managing Member

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View this SC 13D/A filing on SEC EDGAR