SecProbe.io

United States securities and exchange commission logo
June 29, 2021
Anthony Georgiadis
Chief Financial Officer
Green Thumb Industries Inc.
325 W. Huron Street, Suite 700
Chicago, IL 60654
Re:Green Thumb Industries Inc.
Form 10-K for the Fiscal Year Ended December 31, 2020
File No. 000-56132
Filed March 18, 2021
Dear Mr. Georgiadis:
            We have limited our review of your filings to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2020
Item 9A. Controls and Procedures, page 80
1.We note your Form 10-12G automatically went effective and you filed the required Form
10-K for the fiscal year ended December 31, 2019 on April 15, 2020. It appears that your
annual report for the fiscal year ended December 31, 2020 represents your second annual
report. As a result, pursuant to paragraph 1 of the Instructions to Item 308 of Regulation
S-K, you are required to comply with Item 308(a) of Regulation S-K.  Please file a full
amendment to your Form 10-K to include management's report on internal control over
financial reporting, including management's assessment of the effectiveness of your
internal control over financial reporting as of December 31, 2020, as required by Item
308(a) of Regulation S-K.  In addition, please consider whether management s failure to
provide the required report impacts your disclosure controls and procedures conclusion as
of the end of the period. Together with your amended filing, please include all required
certifications that are dated as of the date you file your amendment.

 FirstName LastNameAnthony Georgiadis
 Comapany NameGreen Thumb Industries Inc.
 June 29, 2021 Page 2
 FirstName LastName
Anthony Georgiadis
Green Thumb Industries Inc.
June 29, 2021
Page 2
Exhibits
2.We note that the certifications provided in Exhibits 31.1 and 31.2 do not include the
language relating your internal control over financial reporting in paragraph 4 and do not
include paragraph 4(b) in its entirety. In the requested amendment, please provide revised
certifications that include the required information. Refer to Item 601(b)(31) of
Regulation S-K. This comment also applies, in part, to your Form 10-Q for the period
ended March 31, 2021.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Lynn Dicker at (202) 551-3616 or Kevin Kuhar, Accounting Branch
Chief at (202) 551-3662 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences