UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4 )*
GROWN ROGUE INTERNATIONAL
INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
39986R106
(CUSIP Number)
June 11, 2024
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
| ¨ |
Rule 13d-1(b) |
| x |
Rule 13d-1(c) |
| ¨ |
Rule 13d-1(d) |
*The remainder of this cover page shall
be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter the disclosures provided in a prior cover page.
The information required on the remainder of
this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
Continued on following pages
Page 1 of 12 Pages
| CUSIP NO. 39986R106 |
Page 2 of 12 Pages |
| CUSIP
No. 39986R106 |
|
| (1) Names
of reporting persons |
Mindset
Value Fund LP |
| (2) Check
the appropriate box if a member of a group |
(a) |
| (see
instructions) |
(b) |
| (3) SEC
use only |
|
| (4) Citizenship
or place of organization |
DE
|
| Number
of shares beneficially owned by each reporting person with: |
|
| (5) Sole
voting power |
0 |
| (6) Shared
voting power |
17,351,471 |
| (7) Sole
dispositive power |
0 |
| (8) Shared
dispositive power |
17,351,471 |
| (9) Aggregate
amount beneficially owned by each reporting person |
17,351,471 |
| (10) Check
if the aggregate amount in Row (9) excludes certain shares (see instructions) |
|
| (11)
Percent of class represented by amount in Row (9) |
9.53%† |
| (12)
Type of reporting person (see instructions) |
PN |
† Based
on a total of 182,005,886 shares outstanding of the Issuer as of December 31, 2023, as set forth in the Issuer’s most recent Form
20-F, filed April 30, 2024.
| CUSIP NO. 39986R106 |
Page 3 of 12 Pages |
| CUSIP
No. 39986R106 |
|
| (1) Names
of reporting persons |
Mindset
Value Wellness Fund LP |
| (2) Check
the appropriate box if a member of a group |
(a) |
| (see
instructions) |
(b) |
| (3) SEC
use only |
|
| (4) Citizenship
or place of organization |
DE
|
| Number
of shares beneficially owned by each reporting person with: |
|
| (5) Sole
voting power |
0 |
| (6) Shared
voting power |
12,892,703 |
| (7) Sole
dispositive power |
0 |
| (8) Shared
dispositive power |
12,892,703 |
| (9) Aggregate
amount beneficially owned by each reporting person |
12,892,703 |
| (10) Check
if the aggregate amount in Row (9) excludes certain shares (see instructions) |
|
| (11)
Percent of class represented by amount in Row (9) |
7.08%† |
| (12)
Type of reporting person (see instructions) |
PN |
†
Based on a total of 182,005,886 shares outstanding of the Issuer as of December 31, 2023, as set forth in the Issuer’s most
recent Form 20-F, filed April 30, 2024.
| CUSIP NO. 39986R106 |
Page 4 of 12 Pages |
| CUSIP
No. 39986R106 |
| (1)
Names of reporting persons |
W&GP
Fund 1 LLC |
| (2) Check the
appropriate box if a member of a group |
(a) |
| (see
instructions) |
(b) |
| (3) SEC use
only |
|
| (4) Citizenship
or place of organization |
DE
|
| Number of shares
beneficially owned by each reporting person with: |
|
| (5)
Sole voting power |
0 |
| (6)
Shared voting power |
4,821,358 |
| (7)
Sole dispositive power |
0 |
| (8)
Shared dispositive power |
4,821,358 |
| (9) Aggregate
amount beneficially owned by each reporting person |
4,821,358 |
| (10) Check if
the aggregate amount in Row (9) excludes certain shares (see instructions) |
|
| (11) Percent
of class represented by amount in Row (9) |
2.65%† |
| (12)
Type of reporting person (see instructions) |
PN |
†
Based on a total of 182,005,886 shares outstanding of the Issuer as of December 31, 2023, as set forth in the Issuer’s most
recent Form 20-F, filed April 30, 2024.
| CUSIP NO. 39986R106 |
Page 5 of 12 Pages |
| CUSIP
No. 39986R106 |
| (1) Names
of reporting persons |
Mindset
Capital LLC |
| (2) Check
the appropriate box if a member of a group |
(a) |
| (see
instructions) |
(b) |
| (3) SEC
use only |
|
| (4) Citizenship
or place of organization |
DE |
| Number
of shares beneficially owned by each reporting person with: |
|
| (5) Sole
voting power |
35,065,532* |
| (6) Shared
voting power |
0 |
| (7) Sole
dispositive power |
35,065,532* |
| (8) Shared
dispositive power |
0 |
| (9) Aggregate
amount beneficially owned by each reporting person |
35,065,532 |
| (10) Check
if the aggregate amount in Row (9) excludes certain shares (see instructions) |
|
| (11)
Percent of class represented by amount in Row (9) |
19.27%† |
| (12)
Type of reporting person (see instructions) |
IA |
* Mindset Capital
LLC is the Investment Manager of Mindset Value Fund LP and Mindset Value Wellness Fund LP and the Managing Member of W&GP Fund 1
LLC (the “Funds”) in which such shares referred to above are held. As a result, Mindset Capital LLC possesses the power to
vote and dispose or direct the disposition of all the shares owned by the Funds. Mindset Capital LLC disclaims beneficial ownership of
any of the shares held by the Funds.
†
Based on a total of 182,005,886 shares outstanding of the Issuer as of December 31, 2023, as set forth in the Issuer’s most
recent Form 20-F, filed April 30, 2024.
| CUSIP NO. 39986R106 |
Page 6 of 12 Pages |
| CUSIP
No. 39986R106 |
| (1) Names
of reporting persons |
Aaron
Edelheit |
| (2) Check
the appropriate box if a member of a group |
(a) |
| (see
instructions) |
(b) |
| (3) SEC
use only |
|
| (4) Citizenship
or place of organization |
United
States of America |
| Number
of shares beneficially owned by each reporting person with: |
|
| (5) Sole
voting power |
35,065,532* |
| (6) Shared
voting power |
0 |
| (7) Sole
dispositive power |
35,065,532* |
| (8) Shared
dispositive power |
0 |
| (9) Aggregate
amount beneficially owned by each reporting person |
35,065,532 |
| (10) Check
if the aggregate amount in Row (9) excludes certain shares (see instructions) |
|
| (11)
Percent of class represented by amount in Row (9) |
19.27%† |
| (12)
Type of reporting person (see instructions) |
IN |
* Mr. Edelheit
is the Managing Member of Mindset Capital LLC, the General Partner of Mindset Value Fund LP and Mindset Value Wellness Fund LP, and the
Managing Member of W&GP Fund 1 LLC. As a result, Mr. Edelheit possesses the power to vote and dispose or direct the disposition of
all the shares beneficially owned by Mindset Value Fund LP, Mindset Value Wellness Fund LP, and W&GP Fund 1 LLC as investment manager
to the Funds. Mr. Edelheit disclaims beneficial ownership of any of the shares held by the Funds.
†
Based on a total of 182,005,886 shares outstanding of the Issuer as of December 31, 2023, as set forth in the Issuer’s most
recent Form 20-F, filed April 30, 2024.
| CUSIP NO. 39986R106 |
Page 7 of 12 Pages |
| Item 1(a). |
Name of
Issuer: |
| |
|
| |
Grown Rogue
International Inc. (the “Issuer”). |
| |
|
| Item 1(b). |
Address
of the Issuer's Principal Executive Offices: |
| |
|
| |
550 Airport
Road, Medford, OR 97504 |
| |
|
| Item 2(a). |
Name of
Person Filing |
| |
|
| |
The names of the person filing this statement on Schedule 13G
(collectively, the “Reporting Persons”) are:
· Mindset
Value Fund LP
· Mindset
Value Wellness Fund LP
· W&GP
Fund 1 LLC
· Mindset
Capital LLC
· Aaron
Edelheit |
| |
|
| Item 2(b). |
Address
of Principal Business Office or, if None, Residence: |
| |
|
| |
30 West Mission
Street, Suite 8, Santa Barbara, CA 93101 |
| |
|
|
| Item 2(c). |
Citizenship: |
| |
|
| |
Mindset Value Fund LP is a Delaware Limited Partnership. Mindset
Value Wellness Fund LP is a Delaware Limited Partnership. W&GP Fund 1 LLC is a Delaware Limited Liability Company. Mindset Capital
LLC is a Delaware Limited Liability Company. Aaron Edelheit is a citizen of the United States. |
| |
|
| Item 2(d). |
Title of Class of Securities:
|
| |
Common Stock (the “Shares”).
|
| Item 2(e). |
CUSIP Number: |
| |
39986R106
|
| Item 3. |
If this statement is filed pursuant to Rule 13d-1(b),
or 13d-2(b) or (c), check whether the person filing is a:
|
| |
(a) ¨ Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b) ¨ Bank as
defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) ¨ Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d) ¨ Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
(e) ¨ An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f) ¨ An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g) ¨ A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h) ¨
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) ¨
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3);Page 5 of 6 pages
(j) ¨ Group,
in accordance with §240.13d-1(b)(1)(ii)(J) |
| |
|
|
| CUSIP NO. 39986R106 |
Page 8 of 12 Pages |
Item
4. |
Ownership: |
| |
|
| Item 4(a). |
Amount Beneficially Owned:
Aggregate of all Reporting Persons: 35,065,532
Mindset Value Fund LP – 17,351,471
Mindset Value Wellness Fund LP – 12,892,703
W&GP Fund 1 LLC - 4,821,358
Mindset Capital LLC – 35,065,532*
Aaron Edelheit –35,065,532*
|
| |
|
| Item 4(b). |
Percent of Class:
Aggregate of all Reporting Persons: 19.27%
Mindset Value Fund LP – 9.53%
Mindset Value Wellness Fund LP – 7.08%
W&GP Fund 1 LLC – 2.65%
Mindset Capital LLC – 19.27%*
Aaron Edelheit – 19.27%*
|
| |
|
|
| CUSIP NO. 39986R106 |
Page 9 of 12 Pages |
| Item 4(c). |
Number of shares as to which such person
has: |
| |
|
| |
(i) |
Sole power to vote or direct the vote:
Mindset Value Fund LP – 0
Mindset Value Wellness Fund LP – 0
W&GP Fund 1 LLC - 0
Mindset Capital LLC – 35,065,532
Aaron Edelheit – 35,065,532
|
| |
(ii) |
Shared power to vote or to direct the vote:
Mindset Value Fund LP – 17,351,471
Mindset Value Wellness Fund LP – 12,892,703
W&GP Fund 1 LLC - 4,821,358
Mindset Capital LLC – 0
Aaron Edelheit – 0
|
| |
(iii) |
Sole power to dispose or to direct the disposition of:
Mindset Value Fund LP – 0
Mindset Value Wellness Fund LP – 0
W&GP Fund 1 LLC - 0
Mindset Capital LLC – 35,065,532
Aaron Edelheit – 35,065,532
|
| |
(iv) |
Shared power to dispose or to direct the disposition of:
Mindset Value Fund LP – 17,351,471
Mindset Value Wellness Fund LP – 12,892,703
W&GP Fund 1 LLC - 4,821,358
Mindset Capital LLC – 0
Aaron Edelheit – 0
|
* Mr. Edelheit
is the Managing Member of Mindset Capital LLC, the General Partner of Mindset Value Fund LP and Mindset Value Wellness Fund LP, and the
Managing Member of W&GP Fund 1 LLC. As a result, Mr. Edelheit possesses the power to vote and dispose or direct the disposition of
all the shares beneficially owned by Mindset Value Fund LP, Mindset Value Wellness Fund LP, and W&GP Fund 1 LLC as investment manager
to the Funds.
Mindset Capital
and Mr. Edelheit disclaim beneficial ownership of any of the shares held by the Funds.
| CUSIP NO. 39986R106 |
Page 10 of 12 Pages |
| Item 5. |
Ownership of Five Percent or
Less of a Class: |
| |
|
| |
This Item 5 is not applicable.
|
| Item 6. |
Ownership of More than Five Percent on Behalf of
Another Person: |
| |
|
| |
This Item 6 is not applicable. |
| |
|
| Item 7. |
Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the Parent Holding Company: |
| |
|
| |
This Item 7 is not applicable. |
| |
|
| Item 8. |
Identification and Classification of Members of
the Group: |
| |
|
| |
See Exhibit A. |
| |
|
| Item 9. |
Notice of Dissolution of Group: |
| |
|
| |
This Item 9 is not applicable. |
| |
|
| Item 10. |
Certification: |
| |
By signing
below the Reporting Person certifies that, to the best of such person's knowledge and belief, the securities referred to above were
not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect. |
| CUSIP NO. 39986R106 |
Page 11 of 12 Pages |
SIGNATURES
After reasonable inquiry
and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete,
and correct.
Date: June 11, 2024
Mindset Value Fund LP
Aaron Edelheit, Managing Member of Mindset Capital LLC, General Partner
of Mindset Value Fund LP
Mindset Value Wellness Fund LP
Aaron Edelheit, Managing Member of Mindset Capital LLC, General Partner
of Mindset Value Wellness Fund LP
W&GP Fund 1 LLC
Aaron Edelheit, Managing Member of Mindset Capital LLC, Managing Member
of W&GP Fund 1 LLC
Mindset Capital LLC
Aaron Edelheit, Managing Member
Aaron Edelheit
| CUSIP NO. 39986R106 |
Page 12 of 12 Pages |
EXHIBIT A
Joint Filing Agreement
The Undersigned agree that the statements on Schedule 13G with respect
to the common stock of Grown Rogue International Inc. dated as of June 11, 2024, is, and any amendment thereto signed by each of the
undersigned shall be, filed on behalf of each of them pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities
Exchange Act of 1934, as amended.
| Date: |
June 11, 2024 |
|
| |
|
| Signature: |
/s/ Aaron Edelheit |
|
| Name: |
Aaron Edelheit |
|
| |
|
|
| |
|
|
| Mindset Value Fund LP |
|
| |
|
| |
|
| By: |
/s/ Aaron Edelheit |
|
| Name: |
Aaron Edelheit |
|
| Title: |
Managing Member of Mindset Capital LLC, General Partner of Mindset Value Fund LP |
| |
|
| Mindset Value Wellness Fund LP |
|
| |
|
|
| |
|
|
| By: |
/s/ Aaron Edelheit |
|
| Name: |
Aaron Edelheit |
|
| Title: |
Managing Member of Mindset Capital LLC, General Partner of Mindset Value Wellness Fund
LP |
W&GP Fund 1 LLC
| By: |
/s/ Aaron Edelheit |
|
| Name: |
Aaron Edelheit |
|
| Title: |
Managing Member of Mindset Capital LLC, Managing Member of W&GP Fund 1 LLC |
Mindset Capital LLC
| By: |
/s/ Aaron Edelheit |
|
| Name: |
Aaron Edelheit |
|
| Title: |
Managing Member |
|
Grown Rogue (QB) (USOTC:GRUSF)
Gráfico Histórico do Ativo
De Nov 2024 até Dez 2024
Grown Rogue (QB) (USOTC:GRUSF)
Gráfico Histórico do Ativo
De Dez 2023 até Dez 2024
