Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Kalcevich Julius

2. Date of Event Requiring Statement (Month/Day/Year)
02/05/2021

3. Issuer Name and Ticker or Trading Symbol
iANTHUS CAPITAL HOLDINGS, INC. [ITHUF]

(Last)

(First)

(Middle)

C/O IANTHUS CAPITAL HOLDINGS, INC., 420 LEXINGTON AVENUE, SUITE 414

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chief Financial Officer

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

NEW YORK, NY 10170

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares	435,282	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Options (right to buy)	⁽¹⁾	05/17/2026	Common Shares	200,000	$ 1.61 ⁽²⁾	D
Options (right to buy)	⁽³⁾	11/21/2027	Common Shares	150,000	$ 2.25 ⁽²⁾	D
Options (right to buy)	⁽⁴⁾	11/21/2027	Common Shares	107,750	$ 2.25 ⁽²⁾	D
Options (right to buy)	⁽⁵⁾	03/02/2028	Common Shares	150,000	$ 3.56 ⁽²⁾	D
Options (right to buy)	⁽⁶⁾	08/06/2029	Common Shares	994,272	$ 7.5 ⁽²⁾	D

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Kalcevich Julius C/O IANTHUS CAPITAL HOLDINGS, INC. 420 LEXINGTON AVENUE, SUITE 414 NEW YORK, NY 10170			Chief Financial Officer

Signatures

/s/ Julius Kalcevich		02/05/2021
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	On May 17, 2016, the Issuer granted the Reporting Person options to purchase up to 200,000 common shares. As of the date hereof, all options have vested in full.
(2)	The exercise price is denominated and reported in Canadian Dollars.
(3)	On November 21, 2017, the Issuer granted the Reporting Person options to purchase up to 150,000 common shares. As of the date hereof, all options have vested in full.
(4)	On November 21, 2017, the Issuer granted the Reporting Person options to purchase up to 107,750 common shares. As of the date hereof, all options have vested in full.
(5)	On March 2, 2018, the Issuer granted the Reporting Person options to purchase up to 150,000 common shares. As of the date hereof, all options have vested in full.
(6)	On August 6, 2019, the Issuer granted the Reporting Person options to purchase up to 994,272 common shares, which options are subject to vesting upon the achievement of certain milestones. As of the date hereof, 631,618 options have vested in full. Assuming milestones are achieved as of each quarter end, the balance of the options will vest as follows: 72,351 options on March 31, 2021; 72,351 options on June 30, 2021; 72,350 options on September 30, 2021; 72,351 options on December 31, 2021; and 72,351 options on March 31, 2022.

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