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^*

Grammer Geoffrey Garland

(Last)

(First)

(Middle)

C/O GREENBROOK TMS. 890 YONGE STREET

7TH FLOOR

(Street)

TORONTO

M4W3P4

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2024

3. Issuer Name and Ticker or Trading Symbol
Greenbrook TMS Inc. [ GBNH ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Medical 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)
Options	⁽¹⁾	03/31/2025	Common Shares	40,000	$5	D
Options	⁽²⁾	03/31/2026	Common Shares	5,000	$5	D
Options	⁽³⁾	03/31/2027	Common Shares	2,000	$5	D
Options	⁽⁴⁾	02/03/2030	Common Shares	20,000	$10.13⁽⁵⁾	D
Options	⁽⁶⁾	02/17/2031	Common Shares	12,000	$15.45⁽⁷⁾	D
Options	⁽⁸⁾	05/15/2033	Common Shares	75,000	$0.75	D
Subordinated Convertible Debt⁽⁹⁾	08/28/2023	⁽¹⁰⁾	Common Shares	161,439⁽¹¹⁾	⁽¹²⁾	D
Options	⁽¹³⁾	11/08/2033	Common Shares	5,000	$0.2625	D

Explanation of Responses:

1. These options were granted pursuant to the Company's Amended Employee Stock Option Plan (the "Stock Option Plan"), as described in the Company's 2022 Meeting Information Circular, filed with the Securities and Exchange Commission on May 23, 2023. The options were granted on March 31, 2015 and fully vested on March 31, 2019 and accordingly, are all exercisable.

2. These options were granted pursuant to the Stock Option Plan on March 31, 2016 and vested over a three year period, with one-third vesting on each of the 3 anniversaries of the date of the grant. As of the date hereof, all options are vested and exercisable.

3. These options were granted pursuant to the Stock Option Plan on March 31, 2017 and vested over a three year period, with one-third vesting on each of the 3 anniversaries of the date of the grant. As of the date hereof, all options are vested and exercisable.

4. These options were granted pursuant to the Stock Option Plan on February 3, 2020 and vested over a three year period, with one-third vesting on each of the 3 anniversaries of the date of the grant. As of the date hereof, all options are vested and exercisable.

5. Converted to USD based on the average daily exchange rate of the Bank of Canada reported on December 29, 2023. Each option may be exercised for a price of $13.40 Canadian dollars.

6. These options were granted pursuant to the Stock Option Plan on February 17, 2021 and will vest over a three year period, with one-third vesting on each of the 3 anniversaries of the date of the grant. As of the date hereof, 8,000 options are vested and exercisable.

7. Converted to USD based on the average daily exchange rate of the Bank of Canada reported on December 29, 2023. Each option may be exercised for a price of $20.43 Canadian dollars.

8. These options were granted pursuant to the Company's Omnibus Equity Incentive Plan (the "Equity Incentive Plan"), as described in the Company's 2022 Meeting Information Circular, filed with the Securities and Exchange Commission on May 23, 2023, on May 15, 2023. Half of the options granted immediately vested while the remaining half vest over a two year period, with one-quarter of the total amount vesting on each of the 2 anniversaries of the date of the grant. As of the date hereof, 37,500 options are vested and exercisable.

9. On August 28, 2023, Mr. Grammar acquired from the Company, upon exchange on a private placement basis of previously held Company-issued notes, an aggregate principal amount of $35,000 of the Company's subordinated convertible promissory notes (the "Subordinated Convertible Notes").

10. The latest date that the Subordinated Convertible Notes can mature is March 31, 2028.

11. The number of shares issuable upon conversion of the Subordinated Convertible Note is calculated by multiplying the Reference Conversion Price (as defined in footnote 12) by the aggregate principal amount of Mr. Grammer's Subordinated Convertible Notes.

12. The Subordinated Convertible Notes are convertible at a price equal to the lesser of (a) 85% of the closing price per Common Shares on Nasdaq or any other market as of the closing date for such Subordinated Convertible Notes (the "Reference Conversion Price") with the Reference Conversion Price in effect as of January 2, 2024 being $0.2168 and (b)(i) 85% of the 30-day volume weighted average trading price of the Common Shares prior to conversion, or (ii) if the Common Shares are not listed on any of Nasdaq or another trading market at the time of conversion, a per share price based equal to 85% of the fair market value per Common Share as of such date; provided, that, in any event, the Subordinated Convertible Note conversion price shall not be lower than $0.078. The Subordinated Convertible Notes conversion price is also subject to customary anti-dilution adjustments.

13. These options were granted pursuant to the Equity Incentive Plan as described in the Company's 2022 Meeting Information Circular, filed with the Securities and Exchange Commission on May 23, 2023, on November 8, 2023. Half of the options granted immediately vest while the remaining half vest over a two-year period, with one-quarter of the total amount vesting on each of the 2 anniversaries of the date of the grant. As of the date hereof, 2,500 options are vested and exercisable.

Remarks:

	/s/William Leonard, Attorney-in-Fact	01/02/2024
	** 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 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).
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