Cacioppo Amends Jushi Holdings Stake

TL;DR

Cacioppo filed an update on his Jushi Holdings stake - check the details.

AI Summary

On September 13, 2024, James A. Cacioppo filed an amendment (Amendment No. 5) to Schedule 13D concerning Jushi Holdings Inc. The filing indicates a change in beneficial ownership of Jushi Holdings Inc. subordinate voting shares. The filing was made by James A. Cacioppo, with his address at 301 Yamato Road, Suite 3250, Boca Raton, FL 33431.

Why It Matters

This filing signals a potential shift in control or influence over Jushi Holdings Inc., which could impact its stock price and strategic direction.

Risk Assessment

Risk Level: medium — Schedule 13D filings often indicate significant changes in ownership, which can lead to increased volatility and strategic shifts for the company.

Key Players & Entities

• Jushi Holdings Inc. (company) — Subject Company
• James A. Cacioppo (person) — Filing Person
• 301 Yamato Road, Suite 3250, Boca Raton, FL 33431 (address) — Filing Person's Address
• September 13, 2024 (date) — Date of Event

FAQ

Filing Documents

• jushi-schedule13daxjamesca.htm (SC 13D/A) — 235KB
• 0001628280-24-040701.txt ( ) — 237KB

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 as set forth below, 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. On December 8, 2022, Cacioppo received a grant of options to purchase up to 3,000,000 Subordinate Voting Shares of the Issuer and Serpentine Capital Management II, LLC received warrants to purchase up to 719,080 Subordinate Voting Shares of the Issuer. On September 1, 2023, Cacioppo received warrants to purchase up to 557,471 Subordinate Voting Shares of the Issuer. On December 17, 2023, in connection with an amendment to his employment agreement, Cacioppo received a grant of options to purchase up to 3,000,000 Subordinate Voting Shares of the Issuer and warrants to purchase up to 718,750 Subordinate Voting Shares of the Issuer. On July 31, 2024, Serpentine Capital Management III LLC received warrants to purchase up to 3,600,000 Subordinate Voting Shares of the Issuer which were acquired in connection with a Credit Agreement, dated as of July 31, 2024. On September 13, 2024, in connection with the surrender and cancellation of previously issued options to purchase up to 5,385,000 Subordinate Voting Shares of the Issuer as part of a Stock Option Cancellation and Regrant Program, Cacioppo received a grant of options to purchase up to 5,385,000 Subordinate Voting Shares of the Issuer. On September 13, 2024, in connection with an amendment to his employment agreement, Cacioppo received a grant of options to purchase up to 1,062,732 Subordinate Voting Shares of the Issuer.

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) 196,696,597 Subordinate Voting Shares outstanding as of August 30, 2024, as reported by the Issuer in its Registration Statement on Form S-3, as filed with the SEC on August 30, 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 September 13, 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) Pursuant to an amendment to Cacioppo's existing employment agreement, on September 13, 2024, the Issuer granted Cacioppo (i) a stock option to purchase up to 5,385,000 Subordinate Voting Shares, which vest as to 12 on September 13, 2024 and 12 on September 13, 2025, pursuant to the Issuer's 2019 Equity Incentive Plan (the " Plan ") and in accordance with the Issuer's Stock Option Cancellation and Regrant Program, and (ii) a stock option to purchase up to 1,062,732 Subordinate Voting Shares, which vest as to 100% on January 1, 2025, pursuant to the Plan. (d) Not applicable. (e) Not applicable.

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 September 17, 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