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
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
  Maslow Randy
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)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Interim CEO and President
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 2,732,500
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Options (right to buy)   (1) 05/11/2026 Common Shares 120,000 $ 1.6 (2) D  
Options (right to buy)   (3) 11/21/2027 Common Shares 150,000 $ 2.25 (2) D  
Options (right to buy)   (4) 03/02/2028 Common Shares 150,000 $ 3.56 (2) D  
Options (right to buy)   (5) 08/06/2029 Common Shares 1,671,711 $ 7.5 (2) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Maslow Randy
C/O IANTHUS CAPITAL HOLDINGS, INC.
420 LEXINGTON AVENUE, SUITE 414
NEW YORK, NY 10170
  X     Interim CEO and President  

Signatures

/s/ Julius Kalcevich as Attorney-In-Fact for Randy Maslow 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 11, 2016, the Issuer granted the Reporting Person options to purchase up to 120,000 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 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.
(5) On August 6, 2019, the Issuer granted the Reporting Person options to purchase up to 1,671,711 common shares, which options are subject to vesting upon the achievement of certain milestones. As of the date hereof, 1,044,000 options have vested in full. Assuming milestones are achieved as of each quarter end, the balance of the options will vest as follows: 125,541 options on March 31, 2021; 129,543 options on June 30, 2021; 125,542 options on September 30, 2021; 125,542 options on December 31, 2021; and 124,543 stock options on March 31, 2022.
 
Remarks:
Exhibit List: Exhibit 24 - Power of Attorney

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.