3//SEC Filing
Madryn Health Partners, LP 3
Accession 0000950170-24-004098
CIK 0001735948other
Filed
Jan 10, 7:00 PM ET
Accepted
Jan 11, 9:45 PM ET
Size
23.9 KB
Accession
0000950170-24-004098
Insider Transaction Report
Form 3
Madryn Asset Management, LP
10% Owner
Holdings
- (indirect: See footnotes)
Common Share Conversion Instruments
Exercise: $1.90From: 2022-07-14Exp: 2027-09-30→ Common Stock (3,910,604 underlying) - 6,363,636(indirect: See footnotes)
Common Stock
- (indirect: See footnotes)
Subordinated Convertible Notes
Exercise: $0.22From: 2023-08-15Exp: 2028-03-31→ Common Stock (13,837,637 underlying) - (indirect: See footnotes)
Subordinated Convertible Notes
Exercise: $0.23From: 2023-10-12Exp: 2028-03-31→ Common Stock (6,479,481 underlying)
Madryn Health Partners, LP
10% Owner
Holdings
- (indirect: See footnotes)
Common Share Conversion Instruments
Exercise: $1.90From: 2022-07-14Exp: 2027-09-30→ Common Stock (3,910,604 underlying) - 6,363,636(indirect: See footnotes)
Common Stock
- (indirect: See footnotes)
Subordinated Convertible Notes
Exercise: $0.22From: 2023-08-15Exp: 2028-03-31→ Common Stock (13,837,637 underlying) - (indirect: See footnotes)
Subordinated Convertible Notes
Exercise: $0.23From: 2023-10-12Exp: 2028-03-31→ Common Stock (6,479,481 underlying)
MADRYN HEALTH ADVISORS GP II, LLC
10% Owner
Holdings
- (indirect: See footnotes)
Common Share Conversion Instruments
Exercise: $1.90From: 2022-07-14Exp: 2027-09-30→ Common Stock (3,910,604 underlying) - (indirect: See footnotes)
Subordinated Convertible Notes
Exercise: $0.22From: 2023-08-15Exp: 2028-03-31→ Common Stock (13,837,637 underlying) - 6,363,636(indirect: See footnotes)
Common Stock
- (indirect: See footnotes)
Subordinated Convertible Notes
Exercise: $0.23From: 2023-10-12Exp: 2028-03-31→ Common Stock (6,479,481 underlying)
MADRYN SELECT ADVISORS GP, LLC
10% Owner
Holdings
- (indirect: See footnotes)
Subordinated Convertible Notes
Exercise: $0.22From: 2023-08-15Exp: 2028-03-31→ Common Stock (13,837,637 underlying) - 6,363,636(indirect: See footnotes)
Common Stock
- (indirect: See footnotes)
Common Share Conversion Instruments
Exercise: $1.90From: 2022-07-14Exp: 2027-09-30→ Common Stock (3,910,604 underlying) - (indirect: See footnotes)
Subordinated Convertible Notes
Exercise: $0.23From: 2023-10-12Exp: 2028-03-31→ Common Stock (6,479,481 underlying)
Holdings
- (indirect: See footnotes)
Subordinated Convertible Notes
Exercise: $0.22From: 2023-08-15Exp: 2028-03-31→ Common Stock (13,837,637 underlying) - (indirect: See footnotes)
Subordinated Convertible Notes
Exercise: $0.23From: 2023-10-12Exp: 2028-03-31→ Common Stock (6,479,481 underlying) - (indirect: See footnotes)
Common Share Conversion Instruments
Exercise: $1.90From: 2022-07-14Exp: 2027-09-30→ Common Stock (3,910,604 underlying) - 6,363,636(indirect: See footnotes)
Common Stock
Madryn Select Opportunities, LP
10% Owner
Holdings
- (indirect: See footnotes)
Subordinated Convertible Notes
Exercise: $0.22From: 2023-08-15Exp: 2028-03-31→ Common Stock (13,837,637 underlying) - (indirect: See footnotes)
Common Share Conversion Instruments
Exercise: $1.90From: 2022-07-14Exp: 2027-09-30→ Common Stock (3,910,604 underlying) - 6,363,636(indirect: See footnotes)
Common Stock
- (indirect: See footnotes)
Subordinated Convertible Notes
Exercise: $0.23From: 2023-10-12Exp: 2028-03-31→ Common Stock (6,479,481 underlying)
MADRYN HEALTH ADVISORS II, LP
10% Owner
Holdings
- (indirect: See footnotes)
Subordinated Convertible Notes
Exercise: $0.22From: 2023-08-15Exp: 2028-03-31→ Common Stock (13,837,637 underlying) - 6,363,636(indirect: See footnotes)
Common Stock
- (indirect: See footnotes)
Subordinated Convertible Notes
Exercise: $0.23From: 2023-10-12Exp: 2028-03-31→ Common Stock (6,479,481 underlying) - (indirect: See footnotes)
Common Share Conversion Instruments
Exercise: $1.90From: 2022-07-14Exp: 2027-09-30→ Common Stock (3,910,604 underlying)
MADRYN SELECT ADVISORS, LP
10% Owner
Holdings
- (indirect: See footnotes)
Subordinated Convertible Notes
Exercise: $0.22From: 2023-08-15Exp: 2028-03-31→ Common Stock (13,837,637 underlying) - (indirect: See footnotes)
Subordinated Convertible Notes
Exercise: $0.23From: 2023-10-12Exp: 2028-03-31→ Common Stock (6,479,481 underlying) - 6,363,636(indirect: See footnotes)
Common Stock
- (indirect: See footnotes)
Common Share Conversion Instruments
Exercise: $1.90From: 2022-07-14Exp: 2027-09-30→ Common Stock (3,910,604 underlying)
Footnotes (11)
- [F1]Represents securities held directly by Madryn Health Partners II, LP ("Health Partners"), Madryn Health Partners II (Cayman Master), LP ("Cayman Master") and, in the case of the Common Share Conversion Instruments described in Table II, Madryn Select Opportunities, LP ("Select Opportunities" and together with Health Partners and Cayman Master, the "Funds"). Madryn Asset Management, LP ("Madryn"), as investment advisor for each of the Funds, and each of Madryn Health Advisors II, LP, Madryn Health Advisors GP II, LLC, Madryn Select Advisors, LP, and Madryn Select Advisors GP, LLC, as general partners for each of the Funds, may be deemed to be beneficial owners of the shares held directly by the Funds.
- [F10]The conversion price of the Subordinated Convertible Notes issued on October 12, 2023 is $0.2315.
- [F11]With respect to the Subordinated Convertible Notes issued on October 12, 2023, Health Partners and Cayman Master may convert such Subordinated Convertible Notes into an aggregate of 400,622 and 6,078,859 Common Shares, respectively.
- [F2]Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein.
- [F3]Health Partners and Cayman Master directly hold 393,459 and 5,970,177 shares of the Company's common stock ("Common Shares"), respectively.
- [F4]Each of the Funds entered into a common share conversion instrument on July 14, 2022 (collectively, as amended and/or restated from time to time, the "Conversion Instruments") in connection with loans provided under the Company's senior secured credit facility with Madryn and its affiliates.
- [F5]Health Partners, Cayman Master, and Select Opportunities may receive (a) 202,423, (b) 3,071,480 and (c) 636,701 Common Shares, respectively, upon the exercise of the Conversion Instruments.
- [F6]On each of August 15, 2023, September 1, 2023, and October 12, 2023, Health Partners and Cayman Master acquired from the Company subordinated convertible promissory notes (the "Subordinated Convertible Notes").
- [F7]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 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 conversion price of the Subordinated Convertible Notes is also subject to customary anti-dilution adjustments
- [F8]The conversion price of the Subordinated Convertible Notes issued on each of August 15, 2023 and September 1, 2023 is $0.2168.
- [F9]With respect to the Subordinated Convertible Notes issued on August 15, 2023 and September 1, 2023, Health Partners and Cayman Master may convert such Subordinated Convertible Notes into an aggregate of 855,571 and 12,982,066 Common Shares, respectively.
Documents
Issuer
Greenbrook TMS Inc.
CIK 0001735948
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001650490
Filing Metadata
- Form type
- 3
- Filed
- Jan 10, 7:00 PM ET
- Accepted
- Jan 11, 9:45 PM ET
- Size
- 23.9 KB