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).

1. Name and Address of Reporting Person^*

Ortega-Valle Marta

(Last)

(First)

(Middle)

C/O GREENLIGHT BIOSCIENCES HOLDINGS, PBC

200 BOSTON AVENUE, SUITE 3100

(Street)

MEDFORD

02155

(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
X	Officer (give title below)	Other (specify below)
Chief Business Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2022

4. 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 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)

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)
Stock Option (Right to Buy)	$0.24	02/02/2022		A		29,798		⁽¹⁾	06/08/2022	Common Stock	29,798	⁽²⁾	29,798	D
Stock Option (Right to Buy)	$0.28	02/02/2022		A		105,266		⁽³⁾	12/13/2023	Common Stock	105,266	⁽²⁾	105,266	D
Stock Option (Right to Buy)	$0.35	02/02/2022		A		106,098		⁽⁴⁾	07/22/2025	Common Stock	106,098	⁽²⁾	106,098	D
Stock Option (Right to Buy)	$0.98	02/02/2022		A		247,727		⁽⁵⁾	09/24/2030	Common Stock	247,727	⁽²⁾	247,727	D
Stock Option (Right to Buy)	$0.98	02/02/2022		A		259,584		⁽⁶⁾	12/01/2030	Common Stock	259,584	⁽²⁾	259,584	D

Explanation of Responses:

1. 100% of the shares subject to this option are fully vested and exercisable.

2. This option was issued pursuant to the terms of a business combination agreement involving the Issuer and GreenLight Biosciences, Inc. in exchange for a comparable option previously issued by such company.

3. 100% of the shares subject to this option are fully vested and exercisable.

4. 100% of the shares subject to this option are fully vested and exercisable.

5. 20% of the shares underlying the option vested or shall vest on September 24, 2021 and the remainder of the shares vested or shall vest in 48 equal monthly installments thereafter, starting October 24, 2021.

6. 25% of the shares underlying the option vested or shall vest on December 1, 2021 and the remainder of the shares vested or shall vest in 36 equal monthly installments thereafter, starting January 1, 2022.

	/s/ David Kennedy, Attorney-in-fact	02/04/2022
	** 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.
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SEC Form 4 filed by Ortega-Valle Marta