SEC FORM 4

SEC FORM 4 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

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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^*

CONTINENTAL GRAIN CO

(Last)

(First)

(Middle)

767 FIFTH AVENUE

(Street)

NEW YORK

10153

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GreenLight Biosciences Holdings, PBC [ GRNA ]

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

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
Member of 13D Group

3. Date of Earliest Transaction (Month/Day/Year)
07/24/2023

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Greenlight Biosciences common stock	07/24/2023		J⁽¹⁾		6,489,242	D	⁽¹⁾	0	I	See Footnote⁽²⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

CONTINENTAL GRAIN CO

(Last)

(First)

(Middle)

767 FIFTH AVENUE

(Street)

NEW YORK

10153

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CONTI GREENLIGHT INVESTORS, L.P.

(Last)

(First)

(Middle)

767 FIFTH AVENUE

(Street)

NEW YORK

10153

(City)

(State)

(Zip)

Explanation of Responses:

1. On July 24, 2023, pursuant to the Contribution and Exchange Agreement between the Reporting Persons and SW ParentCo, Inc. ("Parent"), the Reporting Persons disposed of all previously reported shares of Common Stock in exchange for shares of Series A-2 Preferred Stock, par value $0.001 per share, of Parent in connection with the closing of the transactions contemplated by the Agreement and Plan of Merger among Issuer, Parent and SW MergerCo, Inc. ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer, and the Reporting Persons ceased to beneficially own shares of Common Stock.

2. Prior to the reported transactions, Continental Grain Company ("Continental Grain") directly held 2,387,044 shares of Common Stock and Conti Greenlight Investors, L.P. ("Conti Greenlight Investors") directly held 4,102,198 shares of Greenlight Biosciences common stock ("Common Stock"). The general partner of Conti Greenlight Investors is Conti Greenlight, LLC ("Conti Greenlight"). The managing member of Conti Greenlight is Continental Grain. Accordingly, Continental Grain may be deemed to beneficially own the shares of Common Stock held directly by Conti Greenlight Investors. Each reporting person disclaims beneficial ownership of the reported securities, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is the beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.

	Continental Grain Company, /s/ David Dryerman, SVP - Finance and Treasurer	07/26/2023
	Conti Greenlight Investors, L.P., by: Conti Greenlight LLC, its general partner, by: Continental Grain Company, its: managing member /s/ Ari Gendason, as Chief Investment Officer	07/26/2023
	** 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).
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SEC Form 4 filed by Continental Grain Co