Filed Pursuant to File 424(b)(4)

Registration No. 333-259416
PROSPECTUS
NewLake Capital Partners, Inc.
19,304,625 Shares of Common Stock

This prospectus relates to the resale from time to time of (a) an aggregate 19,304,625 shares of common stock, $0.01 par value per share (the “common stock”), of NewLake Capital Partners, Inc., a Maryland corporation (“we,” “us,” or “our”), consisting of (i) 17,409,685 shares of common stock, (ii) 127,176 shares of common stock issuable upon the settlement of outstanding restricted stock units, (iii) 602,392 shares of common stock issuable upon the exercise of 602,392 warrants to purchase one share of common stock at an exercise price of $24.00 per share, (iv) 791,790 shares of common stock that may be issued pursuant to the exercise of the option at an exercise price of $24.00 per share by the selling stockholders named in this prospectus and (v) 373,582 shares of common stock issuable upon the redemption of 453,303 limited partnership interests in our operating partnership (“OP Units”).
On March 17, 2021, we consummated a merger (the “Merger”), pursuant to which we combined our company with a separate company (the “Target”) that owned a portfolio of industrial properties and dispensaries utilized in the cannabis industry, and renamed ourselves “NewLake Capital Partners, Inc.” In connection with the Merger, we entered into the amended and restated registration rights agreement (the “Registration Rights Agreement”) with certain stockholders of our company and of the Target. Additionally, we are registering for possible resale shares of our common stock that may be issued upon redemption of previously issued OP units. We are registering the issuance and resale of the common stock held by the selling stockholders.
The selling stockholders (which term as used herein includes their pledgees, donees, transferees or other successors-in-interest) may offer the shares in a number of different ways and at varying prices as described in the section entitled “Plan of Distribution” beginning on page 66.
The registration of the shares of our common stock covered by this prospectus does not necessarily mean that any of the shares of common stock registered will be sold by the selling stockholders or that the holders of OP Units will request that our operating partnership redeem their OP Units, that upon any such redemption we will elect to issue shares of common stock in exchange for some or all of the OP Units tendered for redemption for common stock, or that any shares of our common stock issued to the selling stockholders in exchange for OP Units will be sold by the selling stockholders. Our common stock is listed on the OTCQX® Best Market operated by OTC Markets Group, Inc. (the “OTCQX”) under the symbol “NLCP.” On May 30, 2023, the last sale price of our common stock, as reported on the OTCQX, was $12.33 per share.

We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of shares by the selling stockholder. You should read this prospectus and any applicable prospectus supplement carefully before you invest.
We elected to be taxed as a real estate investment trust (“REIT”) for U.S. federal income tax purposes commencing with our taxable year ended December 31, 2019. Shares of our common stock are subject to limitations on ownership and transfer that are primarily intended, among other things, to assist us in qualifying as a REIT. Our charter generally prohibits any person from actually, beneficially or constructively owning more than 7.5% in value or number of shares, whichever is more restrictive, of the outstanding shares of our common stock, more than 7.5% in value or number of shares, whichever is more restrictive, of the outstanding shares of any class or series of our preferred stock or more than 7.5% in value or number of shares, whichever is more restrictive, of the aggregate outstanding shares of all classes and series of our stock.

We are an “emerging growth company” and a “smaller reporting company” under the federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 10 of our Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, which are incorporated by reference herein, as updated and supplemented by our periodic reports and other information filed by us with the Securities and Exchange Commission and incorporated by reference herein. The prospectus supplement applicable to each type or series of securities we offer may contain a discussion of additional risks applicable to an investment in us and the particular type of securities we are offering under that prospectus supplement for a discussion of certain risk factors that you should consider before investing in our securities.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is June 9, 2023.





TABLE OF CONTENTS
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ABOUT THIS PROSPECTUS
This prospectus forms part of a “shelf” registration statement that we filed with the Securities and Exchange Commission (“SEC”) and that includes exhibits that provide more detail of the matters discussed in this prospectus. You should read this prospectus and the related exhibits filed with the SEC, together with the additional information described under the headings “Where You Can Find More Information” and “Incorporation By Reference” before making your investment decision.
You should rely only on the information contained in this document (as supplemented and amended) and the documents incorporated by reference herein or therein. Neither we, nor the selling stockholders, have authorized anyone to provide you with different information or additional information. If anyone provides you with different information or additional information, you should not rely on it. Neither we, nor the selling stockholders, are making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. The information in this prospectus is current as of the date such information is presented. You should not assume that the information contained in this prospectus and the documents incorporated by reference herein or therein are accurate as of any date other than their respective dates regardless of the time of delivery of the prospectus or any sale of our securities. Our business, financial condition, liquidity, funds from operations (“FFO”), adjusted funds from operations (“AFFO”), results of operations and prospects may have changed since those dates.
This prospectus and any accompanying prospectus supplement are not an offer to sell our securities and are not soliciting an offer to buy our securities in any jurisdiction where the offer or sale is not permitted or where the person making the offer or sale is not qualified to do so or to any person to whom it is not permitted to make such offer or sale. See “Plan of Distribution” in this prospectus. We have not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities as to distribution of the prospectus outside of the United States.
Unless the context otherwise requires, references in this prospectus to “company,” “we,” “us” and “our” are to NewLake Capital Partners, Inc., a Maryland corporation, together with our consolidated subsidiaries, including NLCP Operating Partnership LP, a Delaware limited partnership of which we are the sole general partner and through which we conduct substantially all of our business (our “operating partnership”).
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FORWARD-LOOKING STATEMENTS
We make statements in this prospectus and in the documents incorporated by reference, that are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended ("Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended ("Exchange Act"). In particular, statements pertaining to our capital resources, property performance, leasing rental rates, future dividends and results of operations contain forward-looking statements. Likewise, all of our statements regarding anticipated growth in our funds from operations, adjusted funds from operations, anticipated market conditions, demographics and results of operations are forward-looking statements. You can identify forward-looking statements by the use of forward-looking terminology such as “believe,” “continue,” “could,” “expect,” “may,” “will,” “should,” “would,” “seek,” “approximately,” “intend,” “plan,” “pro forma,” “estimates,” “forecast,” “project,” or “anticipate” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions.
Forward-looking statements involve numerous risks and uncertainties, and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods which may be incorrect or imprecise and we may not be able to realize them. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:
●    actions and initiatives of the U.S. or state governments and changes to government policies and the execution and impact of these actions, initiatives and policies, including the fact that cannabis remains illegal under federal law;
●    reduced liquidity of our common stock resulting from limited availability of clearing firms that will settle our securities offerings;
●    general economic conditions;
●    adverse economic or real estate developments, either nationally or in the markets in which our properties are located;
●    other factors affecting the real estate industry generally;
●    increase in interest rates and operating costs;
●    the impact of inflation;
●    financial market fluctuations;
●    the competitive environment in which we operate;
●    the estimated growth in and evolving market dynamics of the regulated cannabis market;
●    adverse economic effects on the cannabis market;
●    the expected medical-use or adult-use cannabis legalization in certain states;
●    shifts in public opinion regarding regulated cannabis;
●    the additional risks that may be associated with certain of our tenants cultivating adult-use cannabis in our cultivation facilities;
●    the risks associated with the development of cultivation centers and dispensaries;
●    our ability to successfully identify opportunities in target markets;
●    the lack of tenant security deposits will impact our ability to recover rents should our tenants default under their respective lease agreement;
●    our status as an emerging growth company and a smaller reporting company;
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●    our tenants’ lack of operating history;
●    the concentration of our tenants in certain geographical areas;
●    our failure to generate sufficient cash flows to service any outstanding indebtedness;
●    defaults on, early terminations of or non-renewal of leases by tenants, including significant tenants;
●    our failure to acquire the properties in our identified pipeline successfully, on the anticipated timeline or at the anticipated costs;
●    our failure to properly assess employment growth or other trends in target markets and other markets in which we seek to invest;
●    lack or insufficient amounts of insurance;
●    bankruptcy or insolvency of a significant tenant or a substantial number of smaller tenants;
●    our access to certain financial resources, including banks and other financial institutions;
● reduced liquidity of our common stock resulting from limited availability of clearing firms that will settle our securities offerings;
●    our failure to successfully operate acquired properties;
●    our ability to operate successfully as a public company;
●    our dependence on key personnel and ability to identify, hire and retain qualified personnel in the future;
●    conflicts of interests with our officers and/or directors stemming from their fiduciary duties to other entities, including our operating partnership;
●    our failure to obtain necessary outside financing on favorable terms or at all;
●    general volatility of the market price of our common stock;
●    changes in generally accepted accounting principles;
●    environmental uncertainties and risks related to adverse weather conditions and natural disasters;
●    our failure to maintain our qualification as a REIT for federal income tax purposes; and
●    changes in governmental regulations or interpretations thereof, such as real estate and zoning laws and increases in real property tax rates and taxation of REITs; and
●    the impact of COVID-19 pandemic, or future pandemics, on us, our business, our tenants, or the economy generally.
While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. We disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes after the date of this prospectus, except as required by applicable law. You should not place undue reliance on any forward-looking statements that are based on information currently available to us or the third parties making the forward-looking statements. For a further discussion of these and other factors that could impact our future results, performance or transactions, see the section titled “Risk Factors” in our most recent Annual Report on Form 10-K, our subsequent Quarterly Reports on Form 10-Q and other documents that we file with the SEC.
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NEWLAKE CAPITAL PARTNERS, INC.
We are an internally-managed REIT and a leading provider of real estate capital to state-licensed cannabis operators primarily through sale- leaseback transactions, third-party purchases and funding for build-to-suit projects. Our properties are leased to single tenants on a long-term, triple-net basis, which obligates the tenant to be responsible for the ongoing expenses of a property, in addition to its rent obligations. We have elected to be taxed as a REIT for U.S. federal income tax purposes beginning with our short taxable year ended December 31, 2019 and intend to operate our business so as to continue to qualify as a REIT.
We were incorporated on April 9, 2019 originally under the name GreenAcreage Real Estate Corp. We conduct our business through a traditional umbrella partnership REIT structure, in which properties are owned by an operating partnership, directly or through subsidiaries. We are the sole general partner of our operating partnership and currently own approximately 98% of the limited partnership interests in our operating partnership (“OP Units”).

On March 17, 2021, we consummated a merger (the “Merger”), pursuant to which we combined our company with a separate company, or the Target, that owned a portfolio of cultivation facilities and dispensaries utilized in the cannabis industry, and renamed ourselves “NewLake Capital Partners, Inc.” Upon completion of the Merger, we owned 24 properties across nine states, and became one of the largest REITs in the cannabis industry. On August 13, 2021, we completed our IPO of 3,905,950 shares of our common stock, par value $0.01 per share. Our common stock trades on the OTCQX® Best Market operated by the OTC Markets Group, Inc., under the symbol “NLCP”.

Our properties are leased to single tenants on a long-term, triple-net basis, which obligates the tenant to be responsible for the ongoing expenses of a property, in addition to its rent obligations. Our tenants operate in the fast-growing cannabis industry. We supply necessary real estate capital primarily to companies that cultivate, produce and/or dispense cannabis. We believe we fill a need in an underserved market that has been created by, among other factors, the misalignment of federal and state legislation regarding cannabis. Moreover, we believe the banking industry’s general reluctance to finance owners of cannabis-related facilities, coupled with the owners’ need for capital to fund the growth of their operations, should result in significant opportunities for us to acquire cultivation properties and dispensaries that provide stable and increasing rental revenue along with the potential for long-term appreciation in value.
As of March 31, 2023, we owned a geographically diversified real estate portfolio consisting of 32 properties, including one cultivation facility held for sale, across 12 states with 13 tenants, comprised of 17 dispensaries and 15 cultivation facilities. Our leases and our loan receivable, include a parent or other affiliate guarantee.
We own nine dispensaries and one cultivation facility that are leased to subsidiaries of Curaleaf, which is, or an affiliate is, the corporate guarantor. Curaleaf is publicly-traded on the CSE and OTC markets under the symbols CURA and CURLF, respectively. Curaleaf’s filings, including their financial information, are electronically available at www.sec.gov and from the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com, the Canadian equivalent of the SEC electronic document gathering and retrieval system.

Our principal executive offices are located at 50 Locust Avenue, First Floor, New Canaan, CT 06840. Our telephone number is 203-594-1402. Our website is http://www.NewLake.com. Information on, or accessible through, our website is not a part of, and is not incorporated into, this prospectus or the registration statement of which it forms a part.
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RISK FACTORS
Investing in our securities involves a high degree of risk. You should carefully consider the risk factors incorporated by reference into this prospectus from our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, as well as the other information contained or incorporated by reference in this prospectus, before making an investment decision to purchase shares of our securities offered by this prospectus. The occurrence of any of the risks described could materially and adversely affect our business, prospects, financial, condition, cash flows, funds from operations, results of operations, the per-share trading price of our securities and our ability to make cash distributions to our stockholders, which could cause you to lose all or a significant part of your investment in our securities. Some statements in this prospectus, including statements in the risk factors incorporated by reference, constitute forward-looking statements. Please refer to the section titled “Forward-Looking Statements.”
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USE OF PROCEEDS
All of the shares of common stock offered by the selling stockholders pursuant to this prospectus will be sold by the selling stockholders for their respective accounts. We will not receive any of the proceeds from these sales. The selling stockholders will pay any fees, discounts, selling commissions, stock transfer taxes and legal expenses incurred by such selling stockholders in disposing of their shares of common stock and offered pursuant to this prospectus.
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DESCRIPTION OF CAPITAL STOCK
The following is a summary of the material terms of our capital stock and certain terms of our charter and bylaws. For a complete description, we refer you to the Maryland General Corporation Law (“MGCL”) and to our charter and bylaws. For a more complete understanding of our capital stock, we encourage you to read carefully this entire prospectus, as well as our charter and bylaws, the forms of which are filed as exhibits to the registration statement of which this prospectus forms a part.
General
We are authorized to issue 500,000,000 shares of stock, consisting of 400,000,000 shares of common stock, $0.01 par value per share, or our common stock, and 100,000,000 shares of preferred stock, $0.01 par value per share, or our preferred stock. Our charter authorizes the board of directors of our company (the “board of directors”), or our board of directors, with the approval of a majority of the entire board of directors and without any action on the part of our stockholders, to amend our charter to increase or decrease the aggregate number of authorized shares of stock or the number of authorized shares of stock of any class or series without stockholder approval. As of March 31, 2023, we had 21,358,887 shares of our common stock issued and outstanding and no shares of our preferred stock issued and outstanding. Under Maryland law, stockholders generally are not liable for a corporation’s debts or obligations.
Common Stock
Subject to the preferential rights, if any, of holders of any other class or series of stock and to the provisions of our charter regarding restrictions on ownership and transfer of our stock, holders of our common stock:
●    have the right to receive ratably any distributions from assets legally available therefor, when, as and if authorized by our board of directors and declared by us; and
●    are entitled to share ratably in the assets of our company legally available for distribution to the holders of our common stock in the event of our liquidation, dissolution or winding up of our affairs.
There generally are no redemption, sinking fund, conversion, preemptive or appraisal rights with respect to our common stock.
Subject to the provisions of our charter regarding restrictions on ownership and transfer of our stock and except as may otherwise be specified in the terms of any class or series of stock, each outstanding share of our common stock entitles the holder to one vote on all matters submitted to a vote of stockholders, including the election of directors and, except as may be provided with respect to any other class or series of stock, the holders of such shares will possess the exclusive voting power. There is no cumulative voting in the election of our directors, and directors are elected by a plurality of the votes cast in the election of directors. Consequently, at each annual meeting of stockholders, the holders of a majority of the outstanding shares of our common stock can elect all of the directors then standing for election, and the holders of the remaining shares will not be able to elect any directors.
Preferred Stock
Our board of directors may authorize the issuance of preferred stock in one or more classes or series and may classify any unissued shares of preferred stock and reclassify any previously classified but unissued shares of preferred stock into one or more classes or series and determine, with respect to any such class or series, the rights, preferences, privileges and restrictions of the preferred stock of that class or series, including:
●    distribution rights;
●    conversion rights;
●    voting rights;
●    redemption rights and terms of redemptions; and
●    liquidation preferences.
As of the date of this prospectus, there were no shares of preferred stock outstanding.
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The preferred stock we may offer from time to time under this prospectus, when issued in exchange for the consideration therefor, will be duly authorized, fully paid and nonassessable, and holders of preferred stock will not have any preemptive rights.
The issuance of preferred stock could have the effect of delaying, deferring or preventing a change in control or other transaction that might involve a premium price for our common stock or otherwise be in the best interests of our stockholders. In addition, any preferred stock that we issue could rank senior to our common stock with respect to the rights upon liquidation and the payment of distributions, in which case we could not pay any distributions on our common stock until full distributions have been paid with respect to such preferred stock.
The preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications or terms or conditions of redemption of each class or series of preferred stock will be set forth in articles supplementary to our charter relating to the class or series. We will describe the specific terms of the particular series of preferred stock in the prospectus supplement relating to that series, which terms may include:
●    the designation and par value of the preferred stock;
●    the voting rights, if any, of the preferred stock;
●    the number of shares of preferred stock offered, the liquidation preference per share of preferred stock and the offering price of the preferred stock;
●    the distribution rate(s), period(s) and payment date(s) or method(s) of calculation applicable to the preferred stock;
●    whether distributions will be cumulative or non-cumulative and, if cumulative, the date(s) from which distributions on the preferred stock will cumulate;
●    the procedures for any auction and remarketing for the preferred stock, if applicable;
●    the provision for a sinking fund, if any, for the preferred stock;
●    the provision for, and any restriction on, redemption, if applicable, of the preferred stock;
●    the provision for, and any restriction on, repurchase, if applicable, of the preferred stock;
●    the terms and provisions, if any, upon which the preferred stock will be convertible into common stock, including the conversion price (or manner or calculation) and conversion period;
●    the terms under which the rights of the preferred stock may be modified, if applicable;
●    the relative ranking and preferences of the preferred stock as to distribution rights and rights upon the liquidation, dissolution or winding up of our affairs;
●    any limitation on issuance of any other series of preferred stock, including any series of preferred stock ranking senior to or on parity with the series of preferred stock as to distribution rights and rights upon the liquidation, dissolution or winding up of our affairs;
●    any listing of the preferred stock on any securities exchange;
●    if appropriate, a discussion of any additional material U.S. federal income tax considerations applicable to the preferred stock;
●    information with respect to book-entry procedures, if applicable;
●    in addition to those restrictions described below, any other restrictions on the ownership and transfer of the preferred stock; and
●    any additional rights, preferences, privileges or restrictions of the preferred stock.
Warrants and Options
As consideration for certain transactions completed in connection with the Merger, we privately issued warrants to NLCP Holdings, LLC to acquire 602,392 shares of our common stock pursuant to a warrant agreement, concurrently
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with the closing of the Merger. On July 15, 2020, we granted options to purchase 791,790 shares of our common stock pursuant to option agreements to certain of our directors and officers. Each warrant and option represents the right to purchase one share of our common stock. The number of shares deliverable upon the exercise of the warrants and options is subject to adjustment and certain anti-dilution protection as provided in the warrant agreement and option agreements, as applicable. The initial exercise price applicable to each warrant and option is $24.00 per share of common stock for which each warrant and option may be exercised. All or any portion of the warrants may be exercised in whole or in part at any time and from time to time on or before July 15, 2027. All or any portion of the options may be exercised in whole or in part through July 15, 2027. At the election of the holder, the exercise price may be paid by the withholding by us of a number of shares of common stock issuable upon the exercise of the warrants and options equal to the value of the aggregate exercise price of the warrants and options so exercised, determined by reference to the market price of our common stock on the trading day on which the warrants or options are exercised. Any value of the warrants or options so exercised in excess of the number of shares withheld by us will be paid to the holder of the exercised warrants or options in shares of our common stock valued by reference to the same market price. We will at all times reserve the aggregate number of shares of our common stock for which the warrants and options may be exercised. The warrant and option holders will have no rights or privileges of holders of our common stock, including any voting rights and rights to dividend payments, until (and then only to the extent) the warrants and options have been exercised. Issuance of any shares of common stock deliverable upon the exercise of the warrants and options will be made without charge to the warrant or option holder for any issue or transfer tax or other incidental expenses in respect of the issuance of those shares.
Power to Reclassify and Issue Stock
Our board of directors may classify any unissued shares of preferred stock, and reclassify any unissued shares of common stock or any previously classified but unissued shares of preferred stock into other classes or series of stock, including one or more classes or series of stock that have priority over our common stock with respect to voting rights or distributions or upon liquidation, and authorize us to issue the newly classified shares. Prior to the issuance of shares of each class or series, our board of directors is required by the MGCL and our charter to set, subject to the provisions of our charter regarding the restrictions on ownership and transfer of our stock, the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms and conditions of redemption for each such class or series. These actions can be taken without stockholder approval, unless stockholder approval is required by applicable law, the terms of any other class or series of our stock or the rules of any stock exchange or automated quotation system on which our stock may be then listed or quoted.
Power to Increase or Decrease Authorized Stock and Issue Additional Shares of Our Common Stock and Preferred Stock
Our charter authorizes our board of directors, with the approval of a majority of the entire board of directors and without any action by our stockholders, to amend our charter to increase or decrease the aggregate number of authorized shares of stock or the number of authorized shares of stock of any class or series. We believe that the power of our board of directors to increase or decrease the number of authorized shares of stock and to classify or reclassify unissued shares of our common stock or preferred stock and thereafter to cause us to issue such shares of stock will provide us with increased flexibility in structuring possible future financings and acquisitions and in meeting other needs which might arise. The additional classes or series, as well as the additional shares of stock, will be available for future issuance without further action by our stockholders, unless such action is required by applicable law, the terms of any other class or series of stock or the rules of any stock exchange or automated quotation system on which our securities may be listed or traded. Our board of directors could authorize us to issue a class or series that could, depending upon the terms of the particular class or series, delay, defer or prevent a transaction or a change in control of our company that might involve a premium price for our stockholders or otherwise be in their best interests.
Restrictions on Ownership and Transfer
In order to qualify as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”), our shares of stock must be beneficially owned by 100 or more persons during at least 335 days of a taxable year of 12 months (other than the first year for which an election to be a REIT has been made) or during a proportionate part of a shorter taxable year. Also, not more than 50% of the value of our outstanding shares of capital stock may be owned, directly or indirectly, by five or fewer individuals (as defined in the Code to include certain entities) during the last half of a taxable year (other than the first year for which an election to be a REIT has been made).
Our charter, subject to certain exceptions, contains restrictions on the number of our shares of stock that a person may own which are intended to, among other things, help maintain our qualification as a REIT. Our charter provides that, subject to certain exceptions, no person may beneficially or constructively own more than 7.5% in value or in number of shares, whichever is more restrictive, of the aggregate of our outstanding shares, or 7.5% in value or
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number of shares, whichever is more restrictive, of the outstanding shares of our common stock or of any class or series of our preferred stock (the “Ownership Limit”).
Our charter also prohibits any person from:
●    beneficially owning shares of our capital stock to the extent that such beneficial ownership would result in our being “closely held” within the meaning of Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of the taxable year), or otherwise failing to qualify as a REIT (including, but not limited to, beneficial ownership or constructive ownership that would result us owning (actually or constructively) an interest in a tenant that is described in Section 856(d)(2)(B) of the Code if the income derived by us from such tenant would cause us to fail to satisfy any of the gross income requirements of Section 856(c) of the Code); or
●    transferring shares of our capital stock to the extent that such transfer would result in our shares of capital stock being beneficially owned by fewer than 100 persons (determined under the principles of Section 856(a)(5) of the Code).
Our board of directors, in its sole discretion, may prospectively or retroactively exempt a person from certain of the limits described in the paragraph above and may establish or increase an excepted holder percentage limit for that person. The person seeking an exemption must provide to our board of directors any representations, covenants and undertakings that our board of directors may request in order to conclude that granting the exemption and/or establishing the excepted holder limit will not cause us to lose our qualification as a REIT, and such person does not, and represents that it will not, own an interest in a tenant of ours that would cause us to own more than a 9.9% interest in such tenant and our board of directors obtains such representations and undertakings from such person as are reasonably necessary to ascertain this fact. Our board of directors may not grant an exemption to any person if that exemption would result in our failing to qualify as a REIT. Prior to granting an exemption, our board of directors may require a ruling from the Internal Revenue Service (the “Service”) or an opinion of counsel, in either case in form and substance satisfactory to our board of directors, in its sole discretion, in order to determine or ensure our qualification as a REIT.
Notwithstanding the receipt of any ruling or opinion, our board of directors may impose such guidelines or restrictions as it deems appropriate in connection with granting such exemption. In connection with granting a waiver of the Ownership Limit or creating an exempted holder limit or at any other time, our board of directors from time to time may increase or decrease the Ownership Limit, subject to certain exceptions. Our board of directors has granted exemptions from the Ownership Limit applicable to holders of our common stock to certain existing stockholders, including to NLCP Holdings, LLC, and may grant additional exemptions in the future. These exemptions will be subject to certain initial and ongoing conditions designed to protect our qualification as a REIT.
Any attempted transfer of shares of our capital stock which, if effective, would violate any of the restrictions described above will result in the number of shares of our capital stock causing the violation (rounded up to the nearest whole share) to be automatically transferred to a trust for the exclusive benefit of one or more charitable beneficiaries, except that any transfer that results in the violation of the restriction relating to shares of our capital stock being beneficially owned by fewer than 100 persons will be void ab initio. In either case, the proposed transferee will not acquire any rights in those shares. The automatic transfer will be deemed to be effective as of the close of business on the business day prior to the date of the purported transfer or other event that results in the transfer to the trust. Shares held in the trust will be issued and outstanding shares. The proposed transferee will not benefit economically from ownership of any shares held in the trust, will have no rights to dividends or other distributions and will have no rights to vote or other rights attributable to the shares held in the trust. The trustee of the trust will have all voting rights and rights to dividends or other distributions with respect to shares held in the trust. These rights will be exercised for the exclusive benefit of the charitable beneficiary. Any dividend or other distribution paid prior to our discovery that shares have been transferred to the trust will be paid by the recipient to the trustee upon demand. Any dividend or other distribution authorized but unpaid will be paid when due to the trustee. Any dividend or other distribution paid to the trustee will be held in trust for the charitable beneficiary. Subject to Maryland law, the trustee will have the authority (at the trustee’s sole discretion) (i) to rescind as void any vote cast by the proposed transferee prior to our discovery that the shares have been transferred to the trust and (ii) to recast the vote in accordance with the desires of the trustee acting for the benefit of the charitable beneficiary. However, if we have already taken irreversible corporate action, then the trustee will not have the authority to rescind and recast the vote.
Within 20 days of receiving notice from us that shares of our stock have been transferred to the trust, the trustee will sell the shares to a person, designated by the trustee, whose ownership of the shares will not violate the above ownership and transfer limitations. Upon the sale, the interest of the charitable beneficiary in the shares sold will terminate and the trustee will distribute the net proceeds of the sale to the proposed transferee and to the charitable beneficiary as follows. The proposed transferee will receive the lesser of (i) the price paid by the proposed transferee
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for the shares or, if the proposed transferee did not give value for the shares in connection with the event causing the shares to be held in the trust (e.g., a gift, devise or other similar transaction), the market price (as defined in our charter) of the shares on the day of the event causing the shares to be held in the trust and (ii) the price per share received by the trustee (net of any commission and other expenses of sale) from the sale or other disposition of the shares. The trustee may reduce the amount payable to the proposed transferee by the amount of dividends or other distributions paid to the proposed transferee and owed by the proposed transferee to the trustee. Any net sale proceeds in excess of the amount payable to the proposed transferee will be paid immediately to the charitable beneficiary. If, prior to our discovery that our shares of our stock have been transferred to the trust, the shares are sold by the proposed transferee, then (i) the shares shall be deemed to have been sold on behalf of the trust and (ii) to the extent that the proposed transferee received an amount for the shares that exceeds the amount he or she was entitled to receive, the excess shall be paid to the trustee upon demand.
In addition, shares of our stock held in the trust will be deemed to have been offered for sale to us, or our designee, at a price per share equal to the lesser of (i) the price per share in the transaction that resulted in the transfer to the trust (or, in the case of a devise or gift, the market price at the time of the devise or gift) and (ii) the market price on the date we, or our designee, accept the offer, which we may reduce by the amount of dividends and distributions paid to the proposed transferee and owed by the proposed transferee to the trustee. We will have the right to accept the offer until the trustee has sold the shares. Upon a sale to us, the interest of the charitable beneficiary in the shares sold will terminate and the trustee will distribute the net proceeds of the sale to the proposed transferee.
If a transfer to a charitable trust, as described above, would be ineffective for any reason to prevent a violation of the ownership and transfer restrictions, the transfer that would have resulted in a violation will be void ab initio, and the proposed transferee shall acquire no rights in those shares.
Any certificate representing shares of our capital stock, and any notices delivered in lieu of certificates with respect to the issuance or transfer of uncertificated shares, will bear a legend referring to the restrictions described above.
Any person who acquires or attempts or intends to acquire beneficial or constructive ownership of shares of our capital stock that will or may violate any of the foregoing restrictions on transferability and ownership, or any person who would have owned shares of our capital stock that resulted in a transfer of shares to a charitable trust, is required to give written notice immediately to us, or in the case of a proposed or attempted transaction, to give at least 15 days’ prior written notice, and provide us with such other information as we may request in order to determine the effect of the transfer on our qualification as a REIT.
Every beneficial owner of more than 5% (or any lower percentage as required by the Code or the regulations promulgated thereunder) in number or value of the outstanding shares of our capital stock, within 30 days after the end of each taxable year, is required to give us written notice, stating his, her or its name and address, the number of shares of each class and series of shares of our capital stock that he, she or it beneficially owns and a description of the manner in which the shares are held. Each of these owners must provide us with additional information that we may request in order to determine the effect, if any, of his, her or its beneficial ownership on our qualification as a REIT and to ensure compliance with the Ownership Limit. In addition, each stockholder (including the stockholder of record) will, upon demand, be required to provide us with information that we may request in good faith in order to determine our qualification as a REIT and to comply with the requirements of any taxing authority or governmental authority or to determine our compliance.
The foregoing restrictions on transferability and ownership will not apply if our board of directors determines that it is no longer in our best interests to attempt to qualify, or to continue to qualify as a REIT.
These ownership limitations could delay, defer or prevent a transaction or a change in control that might involve a premium price for shares of our common stock or otherwise be in the best interests of our stockholders.
Transfer Agent and Registrar
The transfer agent and registrar for our stock is Equiniti Trust Company.
11




SELLING STOCKHOLDERS
This prospectus relates to the resale from time to time of (a) an aggregate of 19,304,625 shares of our common stock, consisting of (i) 17,329,964 shares of our common stock, (ii) 127,176 shares of common stock issuable upon the settlement of outstanding restricted stock units, (iii) 602,392 shares of our common stock issuable upon the exercise of 602,392 warrants held by the selling stockholders (each exercisable for one share of common stock) at an exercise price of $24.00 per share, (iv) 791,790 shares of common stock issuable upon the exercise of an option (each exercisable for one share of common stock) at an exercise price of $24.00 per share and (v) 453,303 shares of common stock issuable upon the redemption of 453,303 OP units. When we refer to the “selling stockholders” in this prospectus, we mean the persons listed in the table below until such persons dispose of the shares of common stock identified below.
The following table sets forth the names of each selling stockholder, the number of shares of our common stock currently held by such selling stockholders prior to any shares issued to them upon exchange of common units, the maximum number of shares of our common stock currently issuable to such selling stockholders in such exchange and the aggregate number of shares of our common stock that may owned by such selling stockholders after such exchange. Since the selling stockholders may sell all, some or none of their shares, we cannot estimate the aggregate number of shares that the selling stockholders will offer pursuant to this prospectus or that the selling stockholders will own upon completion of the offering to which this prospectus relates. The following table does not take into effect any restrictions on ownership or transfer on such shares as described in the section titled “Description of Capital Stock — Restrictions on Ownership and Transfer” included in this prospectus.
The following table was based on information provided to us by the selling stockholders in connection with our entry into the registration rights agreement in 2021. We have not sought to verify such information or updated such information. Additionally, the selling stockholders may have sold or transferred some or all of their securities in transactions exempt from the registration requirements of the Securities Act since the date on which the information in the table was provided to us. Other information about the selling stockholders may also change over time and, if necessary, we will amend or supplement this prospectus accordingly and as required. Each of the selling stockholders named below and its permitted transferees, pledgees, donees or other successors may from time to time offer the shares of common stock offered by this prospectus supplement and the accompanying prospectus:
Prior to ResaleAfter Resale
Name of Selling StockholderNumber of Shares of Common Stock Beneficially Owned Prior to ExchangeOP Units Beneficially Owned Prior to ExchangeMaximum Number of Shares Issuable upon Exchange Registered HerebyShares Beneficially Owned Following the Exchange
Percentage of All Shares of Common Stock(1)
Number of Shares of Common Stock Beneficially OwnedNumber of Shares of Common Stock Beneficially Owned
Percentage of All Shares of Common Stock(2)
16 Day Equity Group
Series LLC
21,056(3)
——
21,056(3)
*
21,056(3)
——
2014 Alan Shamah Discretionary Trust14,000——14,000*14,000——
64 Group, LLC
4,212(4)
——
4,212(4)
*
4,212(4)
——
A-8 Venture LLC
8,422(5)
——
8,422(5)
*
8,422(5)
——
Amy Adams
9,475(6)
——
9,475(6)
*
9,475(6)
——
Adlane Realty Co LLC2,364——2,364*2,364——
Ari Adlerstein
15,792(7)
——
15,792(7)
*
15,792(7)
——
AE 2015 Grantor CLAT44,118——44,118*44,118——
AE Lake Partners, LLC
2,313(8)
——
2,313(8)
*
2,313(8)
——
AH Capital Holdings, LLC
4,212(9)
——
4,212(9)
*
4,212(9)
——
Luis F. Ahumada4,728——4,728*4,728——
Catherine H. Alba4,728——4,728*4,728——
Alchemy Capital LLC10,000——10,000*10,000——
ALEXG Holdings, LLC
46,225(10)
——
46,225(10)
*
46,225(10)
—
ALG Legacy
74,511(11)
——
74,511(11)
*
74,511(11)
——
Allison Fine 2012 Irrevocable Trust
2,105(12)
——
2,105(12)
*
2,105(12)
——
Allison K. Bosco Exempt Descendant’s Trust U/A 12/7/12, Karen S. Kaplan, Trustee
10,528(13)
——
10,528(13)
*
10,528(13)
——
Amy Tarson Adams 2010 Irrevocable Trust
10,528(14)
——
10,528(14)
*
10,528(14)
——
Kiley T. Anderson
4,212(15)
——
4,212(15)
*
4,212(15)
——
12




Anne L Pearlstein Living Trust
10,528(16)
——
10,528(16)
*
10,528(16)
——
David Annenberg
1,053(17)
——
1,053(17)
*
1,053(17)
——
Jamie Annenberg
4,212(18)
——
4,212(18)
*
4,212(18)
——
Jarrett Annenberg
127,504(19)
127,504(19)
*
127,504(19)
——
Annenberg Investment LTD.401 Trust
4,212(20)
——
4,212(20)
*
4,212(20)
——
ANO PROP 8, LLC
8,422(21)
——
8,422(21)
*
8,422(21)
——
Antion Trust U/A 10/28/19987,092——7,092*7,092——
Aquaty Capital, LLC
6,331(22)
——
6,331(22)
*
6,331(22)
——
Archon Capital LLC
16,845(23)
——
16,845(23)
*
16,845(23)
——
Ari Levy Revocable Trust DTD 04-04-2015
10,528(24)
——
10,528(24)
*
10,528(24)
——
Arise Capital LLC
21,056(25)
——
21,056(25)
*
21,056(25)
——
Ashland Ventures, LLC Series 17
4,212(26)
——
4,212(26)
*
4,212(26)
——
Aslan Capital LLC
10,528(27)
——
10,528(27)
*
10,528(27)
——
Axum Investments LLC
6,317(28)
——
6,317(28)
*
6,317(28)
——
Badbull Capital Management LLC
33,689(29)
——
33,689(29)
*
33,689(29)
——
Badlands Investment Group2,364——2,364*2,364——
Bagan Investments, LP
6,317(30)
——
6,317(30)
*
6,317(30)
——
Ammar Bahrani
1,263(31)
——
1,263(31)
*
1,263(31)
——
Matthew Bailey
4,212(32)
——
4,212(32)
*
4,212(32)
——
Carl R. Bangert5,000——5,000*5,000——
Tom Barker
168,447(33)
——
168,447(33)
*
168,447(33)
——
Baum Family Trust
10,528(34)
——
10,528(34)
*
10,528(34)
——
Beachhead Special Opportunities LLC125,000——125,000*125,000——
Scott N. Beatty
4,212(35)
——
4,212(35)
*
4,212(35)
——
John Bendheim4,728——4,728*4,728——
Nancee R Berger
42,111(36)
——
42,111(36)
*
42,111(36)
——
Irwin Bernstein
5,643(37)
——
5,643(37)
*
5,643(37)
——
Stanley Bernstein
10,528(38)
——
10,528(38)
*
10,528(38)
——
Morris Betesh
6,317(39)
——
6,317(39)
*
6,317(39)
——
Beth Bezark
4,212(40)
——
4,212(40)
*
4,212(40)
——
BG Investment Partners-NewPath LLC
8,422(41)
——
8,422(41)
*
8,422(41)
——
Robert A Bielinski Jr.
8,422(42)
——
8,422(42)
*
8,422(42)
——
Big Red H LP
29,478(43)
——
29,478(43)
*
29,478(43)
——
Senie B Bloys
21,056(44)
——
21,056(44)
*
21,056(44)
——
Constance Blue
4,212(45)
——
4,212(45)
*
4,212(45)
——
Bobolink Holdings, LLC
4,212(46)
——
4,212(46)
*
4,212(46)
——
Scott Boilen11,820——11,820*11,820——
Patrick Borchard
4,586(47)
——
4,586(47)
*
4,586(47)
——
Brendan Steer & Stephanie Steer JT WROS5,000——5,000*5,000——
Bret Herman & Karen Herman JT WROS3,500——3,500*3,500——
Paul Brinberg28,686——28,686*9,45619,230*
Brookdale International Partners L.P.100,000——100,000*100,000——
Greg Buchholz
21,056(48)
——
21,056(48)
*
21,056(48)
——
Robert Buzzell
4,212(49)
——
4,212(49)
*
4,212(49)
——
Calypso Investment Partners LLC
2,105(50)
——
2,105(50)
*
2,105(50)
——
Cama Plan Administrator FBO Richard Finder IRA
6,317(51)
——
6,317(51)
*
6,317(51)
——
Cambridge Information Group 1 LLC23,641——23,641*23,641——
Michael Campbell2,500——2,500*2,500——
Cari L. Feehan 2012 Fam Tr Cari L. Feehan TTEE
5,265(52)
——
5,265(52)
*
5,265(52)
——
13




David Carroll
269,931(53)
106,384106,384
376,315(53)
1.73%
376,315(53)
——
Cascade Oak Ventures, LLC2,364——2,364*2,364——
Cerba Holdings LLC
21,056(54)
——
21,056(54)
*
21,056(54)
——
Chad C. Feehan 2012 Fam Tr Chad C. Feehan TTEE
5,264(55)
——
5,264(55)
*
5,264(55)
——
David Chaimovitz
8,212(56)
——
8,212(56)
*
8,212(56)
——
Billy Chan
6,317(57)
——
6,317(57)
*
6,317(57)
——
Kathe Kramer Chase11,820——11,820*11,820——
CHD3 LLC ADK Series
63,167(58)
——
63,167(58)
*
63,167(58)
——
Christopher S Barry 2012 Family Trust
21,056(59)
——
21,056(59)
*
21,056(59)
——
William R. Cline Jr.23,641——23,641*23,641——
Cohen & Cohen
3,158(60)
——
3,158(60)
*
3,158(60)
——
Justin Cohen
3,158(61)
——
3,158(61)
*
3,158(61)
——
Brian Coleman
10,528(62)
——
10,528(62)
*
10,528(62)
——
Peter E. Coleman
42,111(63)
——
42,111(63)
*
42,111(63)
——
Collins Family LLC
21,056(64)
——
21,056(64)
*
21,056(64)
——
Richard S. Conen
4,212(65)
——
4,212(65)
*
4,212(65)
——
Conexxion Investments, LLC11,820——11,820*11,820——
Anthony Coniglio
612,429(66)
——
612,429(66)
2.8%
612,429(66)
——
Craig Effron & Caryn Effron JT Ten WROS11,820——11,820*11,820——
CREefer Ventures, LLC.
8,422(67)
——
8,422(67)
*
8,422(67)
——
Jesse Criz
2,105(68)
——
2,105(68)
*
2,105(68)
——
Dacien D. Barry 2012 Family Trust
21,056(69)
——
21,056(69)
*
21,056(69)
——
Stephen Dailey4,728——4,728*4,728——
Daniel Joel Gumbiner Revocable Trust Dated February 1
5,264(70)
——
5,264(70)
*
5,264(70)
——
Ronald Clinton Darby
8,422(71)
——
8,422(71)
*
8,422(71)
——
Darryl Shellhamer & Susan Shellhamer JTWROS5,000——5,000*5,000——
David Abatemarco & Tracy Abatemarco JT TEN WROS473——473*473——
David Fish 21st Century Trust
14,739(72)
——
14,739(72)
*
14,739(72)
——
Anthony B. Davis
21,056(73)
——
21,056(73)
*
21,056(73)
——
Robert A. Dawson2,365——2,365*2,365——
DDC Enterprises Group LLC
4,632(74)
——
4,632(74)
*
4,632(74)
——
Decurion Group, LLC25,000——25,000*25,000——
Paul Delaney14,184——14,184*14,184——
Joseph Delvecchio11,820——11,820*11,820——
Michael Derisi2,364——2,364*2,364——
DG Value Partners II Master Fund LP539,622——539,6222.53%491,46248,160*
DG Value Partners II Master Fund LP - Class C362,960——362,9601.70%280,37882,582*
DG Value Partners LP86,160——86,160*76,9029,258*
DGR Ventures LLC11,820——11,820*11,820——
Evan Djikas
8,422(75)
——
8,422(75)
*
8,422(75)
——
DJM Leasing
5,264(76)
——
5,264(76)
*
5,264(76)
——
Domus Investment Group, LLC - Series 1
3,158(77)
——
3,158(77)
*
3,158(77)
——
Domus Investment Group, LLC - Series 2
1,053(78)
——
1,053(78)
*
1,053(78)
——
Louis Dorsaneo5,000——5,000*5,000——
Douglas Kaplan Exempt Descendant’s Trust U/A 12/7/12, Karen S. Kaplan, Trustee
10,528(79)
——
10,528(79)
*
10,528(79)
——
Thomas E. Doyle
8,422(80)
——
8,422(80)
*
8,422(80)
——
DPJAYNSDL1 LLC2,364——2,364*2,364——
14




DPJPDL1 LLC2,364——2,364*2,364——
Drivetrain, LLC(81)3,000——3,000*3,000——
Gordon Dugan
93,466(82)
54,92154,921
93,466 (82)
*
93,466(82)
——
Dylan Hart Irrevocable TR U/A 12/04/20064,728——4,728*4,728——
Chad Edmonson—2,0992,0992,099*2,099——
Eisenreich Family Foundation16,343——16,343*16,343——
Elk Mountain Capital, LLC
60,430(83)
——
60,430(83)
*31,58428,846*
Elliott Tarson Trust
8,422(84)
——
8,422(84)
*
8,422(84)
——
Emerging Market Ventures, LLC
21,056(85)
——
21,056(85)
*
21,056(85)
——
EMR Holdings LLC
4,586(86)
——
4,586(86)
*
4,586(86)
——
Eric Stavriotis and Megan Stavriotis 2019 Living Trust Dated 12/5/19
10,528(87)
——
10,528(87)
*
10,528(87)
——
Erssan Investments LLC
21,056(88)
——
21,056(88)
*
21,056(88)
——
Eton Hogg, LLC
2,105(89)
——
2,105(89)
*
2,105(89)
——
Exempt Descendant Trust for Scott Goldstein e/u Phillip M. Goldstein Living Trust dated 1/2/64
25,267(90)
——
25,267(90)
*
25,267(90)
——
Adam Fayne
10,528(91)
——
10,528(91)
*
10,528(91)
——
Amanda Fayne
4,212(92)
——
4,212(92)
*
4,212(92)
——
FBBJR 1974 Investments LLC
10,528(93)
——
10,528(93)
*
10,528(93)
——
FBE Holdings LLC23,641——23,641*23,641——
Jason Feinberg9,456——9,456*9,456——
Lee N. Feld
6,317(94)
——
6,317(94)
*
6,317(94)
——
Alan Fisher11,820——11,820*11,820——
Lawrence Fisher4,728——4,728*4,728——
FL5 Good, LLC
10,528(95)
——
10,528(95)
*
10,528(95)
——
Randy Forman
6,317(96)
——
6,317(96)
*
6,317(96)
——
Brian J. Forte7,500——7,500*7,500——
Four Faces Group LLC
2,105(97)
——
2,105(97)
*
2,105(97)
——
Laurence Frank
8,422(98)
——
8,422(98)
*
8,422(98)
——
Sherry L. Franklin
6,317(99)
——
6,317(99)
*
6,317(99)
——
Fred B Barbara Irrevocable Grandchildren’s Trust
4,212(100)
——
4,212(100)
*
4,212(100)
——
Fredric Starker(101)—1,0081,0081,008*1,008——
Fredric & Janice Starker JT Ten WROS(102)4,728——4,728*4,728——
Cherie Freed
2,105(103)
——
2,105(103)
*
2,105(103)
——
Catherine P. Frey4,728——4,728*4,728——
Howard Furst11,820——11,820*11,820——
GA & MS Hanks, LP19,456——19,456*19,456——
GA Funding I LLC252,500——252,5001.18%252,500——
Christine Garvey7,092——7,092*7,092——
Gary & Mary West Gift Trust
12,634(104)
——
12,634(104)
*
12,634(104)
——
The Gary and Mary West Charitable Trust
167,562(105)(106)
——
167,562(105)(106)
*
167,562(105)(106)
——
Emanuel E. Geduld7,100——7,100*———
Andrew Gellert11,820——11,820*11,820——
George Gellert23,641——23,641*23,641——
Kristiyan Georgiev4,728——4,728*4,728——
Elizabeth and Steven Ginsberg
6,317(107)
——
6,317(107)
*
6,317(107)
——
Glenn Bourgeois & Katherine Bourgeois JTWROS5,000——5,000*5,000——
GLP Construction Management Inc.5,000——5,000*5,000——
GM JAGS LLC
4,212(108)
——
4,212(108)
*
4,212(108)
——
15




Gneiss Holdings LLC
52,640(109)
——
52,640(109)
*
52,640(109)
——
Dmitry Godin
46,323(110)
——
46,323(110)
*
46,323(110)
——
Timothy Graham
5,264(111)
——
5,264(111)
*
5,264(111)
——
Benjamin Greazel
4,212(112)
——
4,212(112)
*
4,212(112)
——
Greenacreage REIT LLC118,203——118,203*118,203——
GSSGA Investor, LLC94,564——94,564*94,564——
GVC Capital Advisors LLC5,000——5,000*5,000——
H&A Holdings Group, Inc.
8,422(113)
——
8,422(113)
*
8,422(113)
——
Errol R. Halperin
13,839(114)
——
13,839(114)
*
13,839(114)
——
Hannah Weinstein Trust U/A 10-14-1011,820——11,820*11,820——
Haras Tap, LLC
10,528(115)
——
10,528(115)
*
10,528(115)
——
Harbor Group International Real Estate Securities Fund, L.P.165,603165,603*165,603—
Harbor Group International Real Estate Securities Master Fund, L.P.49,587——49,587*49,587——
Michael Haugh
6,317(116)
——
6,317(116)
*
6,317(116)
——
Evan Haymes4,728——4,728*4,728——
Heise Family Dynasty Trust
42,111(117)
——
42,111(117)
*
42,111(117)
——
HG Leaf, LP23,695——23,695*23,695——
HG Vora Special Opportunities Master Fund, Ltd.(118)
3,500,000——3,500,00016.38%3,500,000——
HHH Group LLC
14,065(119)
——
14,065(119)
*
14,065(119)
——
HM InvtCo 1 LLC
6,317(120)
——
6,317(120)
*
6,317(120)
——
Jeffrey R Holmes
2,105(121)
——
2,105(121)
*
2,105(121)
——
Hughes Descendants Trust
5,643(122)
——
5,643(122)
*
5,643(122)
——
Hulina Family LLC
10,528(123)
——
10,528(123)
*
10,528(123)
——
Peter Hwang
4,212(124)
——
4,212(124)
*
4,212(124)
——
HWB 1974 Investments, LLC
10,528(125)
——
10,528(125)
*
10,528(125)
——
Derek Iger
6,317(126)
——
6,317(126)
*
6,317(126)
——
Insight Wellness Fund, LLC3,750——3,750*3,750——
Thomas Scott Isenhour
4,212(127)
——
4,212(127)
*
4,212(127)
——
Justin Ishbia
10,528(128)
——
10,528(128)
*
10,528(128)
——
Mahendra Jain
21,056(129)
——
21,056(129)
*
21,056(129)
——
Manish Jain
2,105(130)
——
2,105(130)
*
2,105(130)
——
Richard B. Jaman
2,105(131)
——
2,105(131)
*
2,105(131)
——
Kevin Jampolis2,364——2,364*2,364——
Jazem I Family Partners, LP Fund 6
52,640(132)
——
52,640(132)
*
52,640(132)
——
Jeffrey A Annenberg Trust 3/8/95 4/23/99
4,212(133)
——
4,212(133)
*
4,212(133)
——
Marvin Jeremias
8,422(134)
——
8,422(134)
*
8,422(134)
——
Robert S Jersey
1,053(135)
——
1,053(135)
*
1,053(135)
——
Joel D. Simmons Revocable Trust
4,212(136)
——
4,212(136)
*
4,212(136)
——
John E Hughes 1994 Irrevocable Trust
16,887(137)
——
16,887(137)
*
16,887(137)
——
John V. Vipulus Revocable Trust U/A 8/9/201323,641——23,641*23,641——
Joyce Johnson
2,051(138)
——
2,051(138)
*
2,051(138)
——
John Johnston
63,167(139)
——
63,167(139)
*
63,167(139)
——
Jon Kogan Trust
2,527(140)
——
2,527(140)
*
2,527(140)
——
Jon S. Reynertson & Bettina E. Reynertson JTWROS35,000——35,000*35,000——
Alan Jones—2,0992,0992,099*2,099——
Jori Fine Irrevocable Trust
2,105(141)
——
2,105(141)
*
2,105(141)
——
Phil Joseph
7,370(142)
——
7,370(142)
*
7,370(142)
——
JS Holdings LLC
4,212(143)
——
4,212(143)
*
4,212(143)
——
16




Julie Kypreos Trustee Revocable Trust DTD 12-4-9912,500——12,500*12,500——
June Creek Holdings, LLC194,563——194,563*194,563——
JW Growth Fund, LLC6,250——6,250*6,250——
JW Opportunities Master Fund, Ltd14,000——14,000*14,000——
JW Partners LP26,000——26,000*26,000——
Kadens Family Holdings LLC
142,567(144)
——
142,567(144)
*
142,567(144)
——
[Gregory Kadens]
4,212(145)
——
4,212(145)
*
4,212(145)
——
Michael Gerald Kadens and Judith Berg Kadens
2,105(146)
——
2,105(146)
*
2,105(146)]
——
Gary Kahn4,728——4,728*4,728——
Matthew Kaplan
21,056(147)
——
21,056(147)
*
21,056(147)
——
Karen Coon Light Trust UA DTD 6/8/20055,000——5,000*5,000——
Karen G Fine 2012 Irrevocable Trust
4,212(148)
——
4,212(148)
*
4,212(148)
——
Joseph Karmin
3,158(149)
——
3,158(149)
*
3,158(149)
——
Michael Karmin
2,105(150)
——
2,105(150)
*
2,105(150)
——
Thomas Kaufman2,364——2,364*2,364——
Ozan Kaya
7,370(151)
——
7,370(151)
*
7,370(151)
——
KBA Green Holdings, LLC
269,931(152)
106,384106,384
376,315(152)
1.73%
376,315(152)
——
Kenneth Burton Lipschutz Revocable Living Trust U/A/D 4/24/2006
31,584(153)
——
31,584(153)
*
31,584(153)
——
Richard Kirk
28,130(154)
——
28,130(154)
*
28,130(154)
——
Klaff Family Foundation
21,056(155)
——
21,056(155)
*
21,056(155)
——
Stephanie L. Klein
4,212(156)
——
4,212(156)
*
4,212(156)
——
Jason Klopman1,182——1,182*1,182——
Neil Koenig4,965——4,965*4,965——
Martin Kravet50,000——50,000*50,000——
Brett Kreiter
1,053(157)
——
1,053(157)
*
1,053(157)
——
Robert Kurens9,456——9,456*9,456——
Dale Kurland
4,212(158)
——
4,212(158)
*
4,212(158)
——
Lake Street Investment Group LLC
9,054(159)
——
9,054(159)
*
9,054(159)
——
Lakeview Investment Group & Trading Company, LLC
140,090(160)
——
140,090(160)
*63,16776,923*
Lano Trust23,641——23,641*23,641——
Jeffrey Larson
2,105(161)
——
2,105(161)
*
2,105(161)
——
Scott Larson
8,630(162)
——
8,630(162)
*
8,630(162)
——
Laura El-Saden Investment Trust
42,111(163)
——
42,111(163)
*
42,111(163)
——
Laurence H. Levine Revocable Trust
21,056(164)
——
21,056(164)
*
21,056(164)
——
LDB Investments LLC23,641——23,641*23,641——
Leaf Holdings, LP332,729——332,7291.56%332,729——
Leaf Select, LP443,576——443,5762.08%443,576——
Andrew S. Lebowitz16,548——16,548*16,548——
Lebowitz Family Trust - 1986 U/A 10/7/1986148,936——148,936*148,936——
Jeffrey Lefleur
100,476(165)
24,97824,978
125,454(165)
*
125,454(165)
——
Nick LeNoble
4,212(166)
——
4,212(166)
*
4,212(166)
——
Justin Lerner
3,158(167)
——
3,158(167)
*
3,158(167)
——
Jason Lev
2,105(168)
——
2,105(168)
*
2,105(168)
——
David Levasseur10,000——10,000*10,000——
Ronald Levine
4,212(169)
——
4,212(169)
*
4,212(169)
——
Adam Levinson
4,212(170)
——
4,212(170)
*
4,212(170)
——
LFP River West Investors, LLC Series 59
126,335(171)
——
126,335(171)
*
126,335(171)
——
Sandy Liebhard
10,528(172)
——
10,528(172)
*
10,528(172)
——
17




Linda T Furie Living Trust UAD 03-01-00
4,212(173)
——
4,212(173)
*
4,212(173)
——
Ron Lior19,456——19,456*19,456——
Liss Capital LLC
63,167(174)
——
63,167(174)
*
63,167(174)
——
Littlefish Enterprises LLC
10,528(175)
——
10,528(175)
*
10,528(175)
——
Troy Logan5,000——5,000*5,000——
Louis P. Dodd Living Trust
12,634(176)
——
12,634(176)
*
12,634(176)
——
Luke Lowenfield
4,212(177)
——
4,212(177)
*
4,212(177)
——
LT Trust FBO Sam Sami 401(k)
6,317(178)
——
6,317(178)
*
6,317(178)
——
Jared Lubetkin2,364——2,364*2,364——
Luca Hart Irrevocable TR U/A 12/04/20064,728——4,728*4,728——
David Levasseur10,000——10,000*10,000——
John Luessenhop—2,0992,0992,099*2,099——
Gary Lustberg8,000——8,000*8,000——
John R Johnston and Judy E MacDonald
42,111(179)
——
42,111(179)
*
42,111(179)
——
Magic Lake Ventures, LLC
6,317(180)
——
6,317(180)
*
6,317(180)
——
Manoj Manwani1,182——1,182*1,182——
Marc D. Living Trust
8,422(181)
——
8,422(181)
*
8,422(181)
——
Robert D. Marcus23,641——23,641*23,641——
Marin Community Foundation - Merrill Family Foundation
33,689(182)
——
33,689(182)
*
33,689(182)
——
Marin Community Foundation – Elmore Family Foundation
9,475(183)
——
9,475(183)
*
9,475(183)
——
Marin Community Foundation – William B. Elmore Gift Fund
14,739(184)
——
14,739(184)
*
14,739(184)
——
Mark and Susan Pasquella JTWROS
4,212(185)
——
4,212(185)
*
4,212(185)
——
Peter Martay
81,205(186)
——
81,205(186)
*
81,205(186)
——
Mason Phelps Revocable Trust
31,584(187)
——
31,584(187)
*
31,584(187)
——
Robert and Karen May
42,111(188)
——
42,111(188)
*
42,111(188)
——
Diane R. McConnell2,364——2,364*2,364
—
—
Scott Mckinley
6,317(189)
——
6,317(189)
*
6,317(189)
——
David A. McManus2,365——2,365*2,365——
MDJD Partners, Inc.
5,264(190)
——
5,264(190)
*
5,264(190)
——
Ryan Meals
4,212(191)
——
4,212(191)
*
4,212(191)
——
Michael P. Meehan5,000——5,000*5,000
—
—
Meredith Fish 21st Century Trust
4,212(192)
——
4,212(192)
*
4,212(192)
——
Millenium Trust C0., Custodian FBO Jon Haahr Traditional IRA XXXXZ81594,728——4,728*4,728——
Eugene D. Minsky
4,212(193)
——
4,212(193)
*
4,212(193)
——
Mike Minsky
8,422(194)
——
8,422(194)
*
8,422(194)
——
Frank Miranda & MaryHelen Staruch JT Ten WROS4,728——4,728*4,728——
Shawn P Mobley
33,689(195)
——
33,689(195)
*
33,689(195)
——
Modoc Spring Partners Profit Sharing Plan10,000——10,000*10,000——
Jonathan E Moeller
2,105(196)
——
2,105(196)
*
2,105(196)
——
Mons Investments, LLC
21,056(197)
——
21,056(197)
*
21,056(197)
——
David Mordecai
16,845(198)
——
16,845(198)
*
16,845(198)
——
David G. Mordia5,000——5,000*5,000——
Douglas E. Morris
21,056(199)
——
21,056(199)
*
21,056(199)
——
Nicholas Sanders Morris9,728——9,728*9,728——
MPS Equity Group LLC2,364——2,364*2,364——
Karin Mueller-Paris
10,528(200)
——
10,528(200)
*
10,528(200)
——
18




Karin Mueller-Paris and James Paris
10,528(201)
——
10,528(201)
*
10,528(201)
——
Daniel Y. Mui
4,212(202)
——
4,212(202)
*
4,212(202)
——
Johnny Mui
8,422(203)
——
8,422(203)
*
8,422(203)
——
MXCT Investments Inc.
58,114(204)
——
58,114(204)
*
58,114(204)
——
Namtug LLC
3,158(205)
——
3,158(205)
*
3,158(205)
——
Nankin Family Limited Partnership
4,212(206)
——
4,212(206)
*
4,212(206)
——
NB Green LLC23,641——23,641*23,641——
New Leaf Investments, LLC
14,739(207)
——
14,739(207)
*
14,739(207)
——
New Providence Diversifying Strategies Portfolio LP94,563——94,563*94,563——
NewLake Ventures LLC
32,342(208)
——
32,342(208)
*
32,342(208)
——
NJN Holdings Group, LLC
8,422(209)
——
8,422(209)
*
8,422(209)
——
NL Ventures, LLC
1,243,112(210)
——
1,243,112(210)
5.79%
1,243,112(210)
——
Oak Hill Fitchburg Property Owner LLC—88,20088,20088,200*88,200——
Brian Ohara
6,317(211)
——
6,317(211)
*
6,317(211)
——
Derk Alexander Oosterman
4,212(212)
——
4,212(212)
*
4,212(212)
——
Sheryl Orr2,365——2,365*2,365——
PAC Pacific LLC
5,264(213)
——
5,264(213)
*
5,264(213)
——
Pacific Premier Trust FBO Heather Harper ROTH IRA
8,422(214)
——
8,422(214)
*
8,422(214)
——
Pack Cycle Fund I LLC7,093——7,093*7,093——
Landon Paddock2,000——2,000*2,000——
Panda Holdings, LLC
40,652(215)
——
40,652(215)
*25,26715,385*
James Paris
21,056(216)
——
21,056(216)
*
21,056(216)
——
Diptika Patel
21,056(217)
——
21,056(217)
*
21,056(217)
——
Cole Patterson
52,640(218)
——
52,640(218)
*
52,640(218)
——
PCW Industries, LLC
42,111(219)
——
42,111(219)
*
42,111(219)
——
David Pickel
2,105(220)
——
2,105(220)
*
2,105(220)
——
Joseph S. Pignatelli25,000——25,000*25,000——
Daniel G. Pikarski
4,212(221)
——
4,212(221)
*
4,212(221)
——
Stephen Pirri4,728——4,728*4,728——
Potter Polk—14,27314,27314,273*14,273——
Pothos II, LLC21,056——21,056*21,056——
PPG Hedge Fund Holdings LLC23,641——23,641*23,641——
Javier Prado
10,528(223)
——
10,528(223)
*
10,528(223)
——
Jonathan Press2,364——2,364*2,364——
Tyler M. Prince
10,528(224)
——
10,528(224)
*
10,528(224)
——
Wilson Pringle
87,976(225)
29,98129,981
117,957(225)
*
117,957(225)
——
Aristoteles D. Pritsopoulos12,500——12,500*12,500——
Michael Prober23,641——23,641*23,641——
PT Ventures, LLC
2,105(226)
——
2,105(226)
*
2,105(226)
——
Richard Radutsky4,728——4,728*4,728——
Steven Raleigh4,730——4,730*4,730——
Thomas J Raleigh III
10,528(227)
——
10,528(227)
*
10,528(227)
——
Ralph Tawil Trust F/B/O Saul Tawil Family37,500——37,500*37,500——
Ramble Inc.18,77818,77818,77818,778*18,778——
Randall Warren & Victoria Warren JTWROS5,000——5,000*5,000——
Randall S. Winters Living Trust
8,422(228)
——
8,422(228)
*
8,422(228)
——
RCC-1, LLC
21,056(229)
——
21,056(229)
*
21,056(229)
——
Paul Reaumond
42,111(230)
——
42,111(230)
*
42,111(230)
——
Reese L Milner Family Trust Dated 1/18/200217,000——17,000*17,000——
Derek Reich
2,313(231)
——
2,313(231)
*
2,313(231)
——
Michael J Renoff7,092——7,092*7,092——
19




Eric Rex
16,845(232)
——
16,845(232)
*
16,845(232)
——
Jeff Rex
16,845(233)
——
16,845(233)
*
16,845(233)
——
Chris Reynolds
4,212(234)
——
4,212(234)
*
4,212(234)
——
Robert Reynolds
2,105(235)
——
2,105(235)
*
2,105(235)
——
Richard Bindler Revocable Trust
10,528(236)
——
10,528(236)
*
10,528(236)
——
Richard Kaplan Revocable Trust dated 9/21/92
5,643(237)
——
5,643(237)
*
5,643(237)
——
RiverForce Partners I, LP
4,212(238)
——
4,212(238)
*
4,212(238)
——
Adam Robbins
2,105(239)
——
2,105(239)
*
2,105(239)
——
Lawrence J Robbins
3,158(240)
——
3,158(240)
*
3,158(240)
——
Robert A. Brock Declaration of Trust 7/31/2014
8,422(241)
——
8,422(241)
*
8,422(241)
——
Lauren Rochman
8,422(242)
——
8,422(242)
*
8,422(242)