SecProbe.io

Jenner & Block LLP

919 Third Avenue

New York, New York 10022-3908

February 5, 2020

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, NE

Washington, D.C. 20549

Green Thumb Industries Inc.

Amendment No. 1 to Registration Statement on Form 10 (File No. 000-56132)

Ladies and Gentlemen:

On behalf of Green Thumb Industries Inc., a corporation organized under the Business Corporations Act (British Columbia) (the “Company”), we submit in electronic form for filing the accompanying Amendment No. 1 (“Amendment No. 1”) to the Registration Statement (the “Registration Statement”) on Form 10 of the Company, together with Exhibits, marked to indicate changes from the Registration Statement as originally filed with the Securities and Exchange Commission (the “Commission”) on December 20, 2019.

Amendment No. 1 reflects the responses of the Company to comments received from the Staff of the Commission (the “Staff”) in an e-mail letter, dated January 17, 2020 (the “Comment Letter”). The discussion below is presented in the order of the numbered comments in the Comment Letter. Certain capitalized terms set forth in this letter are used as defined in the Registration Statement. For your convenience, references in the responses to page numbers are to the marked version of Amendment No. 1.

The Company has asked us to convey the following as its responses to the Staff:

Registration Statement on Form 10-12G

General Development of the Business, page 4

1. Please revise to discuss the development of the retail and consumer packaged goods businesses over the past five years. In this regard, we note that your disclosure on page 72 indicates that Mr. Kovler founded GTI in 2014. Also, revise the disclosures on page 4 to discuss the purpose of the January 1, 2018 and June 12, 2018 transactions and indicate, if applicable, whether they were conducted with third parties or with related parties.

Response to Comment 1

Please see the revised disclosures on pages 2, 3 and 4 of Amendment No. 1 which discuss the development of the retail and consumer packaged goods businesses over the past five years and provide information concerning the January 1, 2018 and June 12, 2018 transactions.

ITEM 1. BUSINESS

Description of the Business, page 7

2. With reference to the first paragraph of Regulation S-K, Item 101(c)(1), please revise and expand your Business discussion to include separate descriptions, where appropriate, concerning your consumer products operations and your retail operations. For instance, we note that you currently present a unified discussion concerning competitive conditions in the industry and your U.S. national growth strategy without regard to segment. Similarly, we note that your geographic information disclosure on page 4 is not segment specific.

Green Thumb Industries Inc.

Page 2

Response to Comment 2

When we analyze our business, we look at it through the lens of what we believe to be the exponential opportunity for growth in the entire U.S. cannabis industry which we believe is still in its nascent development stages without regard to specific segments. Therefore, we do not analyze our business by segment, and we do not believe that segments are “material to an understanding of the registrant’s business taken as a whole” within the meaning of the second sentence of the first paragraph of Item 101(c)(1) of Regulation S-K. For instance, as the Staff correctly notes in the Comment Letter, we present a unified discussion concerning competitive market conditions in the industry and our U.S. national growth strategy without regard to segment, and we respectfully submit that in the context of an industry that represents an exponential emerging growth opportunity without regard to segment that this is appropriate.

Please see the revised disclosure on pages 7 and 8 of Amendment No. 1 which includes separate descriptions concerning the Company’s consumer products operations and the Company’s retail operations.

3. Revise to provide the revenue history by product class as required by Item 101(c)(1)(i) of Regulation S-K or advise.

Response to Comment 3

As discussed in our response to Comment 2 immediately above, we do not believe that segments are “material to an understanding of the registrant’s business taken as a whole” within the meaning of Item 101(c)(1) of Regulation S-K, and we therefore respectfully submit that this information is not required.

Please see the revised disclosure on pages 7 and 8 of Amendment No. 1 which provides the Company’s revenue history by product class.

4. Please revise to provide additional disclosure concerning your retail chains, Rise and Essence. For instance, revise, as applicable, to discuss whether there are differences in terms of their respective markets and customers.

Response to Comment 4

Please see the revised disclosure on pages 7 and 8 of Amendment No. 1 which discusses the Company’s retail chains, Rise and Essence.

5. Please revise to clarify your disclosure concerning your “ability to open a total of 96 stores.” In this regard, please clarify whether this means that you have the licenses as well as the funds to open 60 new/additional stores. Discuss, as applicable, your plans and the status of these additional stores.

Response to Comment 5

Please see the revised disclosure on pages 7 and 8 of Amendment No. 1 which discusses the Company’s ability to open a total of 96 stores.

Intellectual Property – Patents and Trademarks, page 9

6. We note your disclosure on page 9 that you own or have licenses “under patents.” With respect to material patents, please revise your disclosure to identify the specific product(s) to which such patents relate and the scope of patent protection. Indicate whether the patents are owned or licensed from third parties.

Response to Comment 6

Please see the revised disclosure on pages 9 and 10 of Amendment No. 1 which discusses details of the Company’s patents.

Working Capital, page 10

7. Your disclosures on pages 10 and 45 explain that effective inventory management is critical to your ongoing success and that you face supply and demand risks. Accordingly, please revise your discussion concerning your consumer products segment to provide additional disclosure describing your distribution arrangements with vendors. With reference to Item 101(c)(1)(viii) of Regulation S-K, also revise to provide disclosure concerning backlog orders.

Green Thumb Industries Inc.

Page 3

Response to Comment 7

Please see the revised disclosure on pages 10 and 11 of Amendment No. 1 which describes the Company’s distribution arrangements and provides information concerning backlog orders. Please also see the additional disclosure in the risk factor entitled “The Corporation is dependent on key inputs, suppliers and skilled labor” on page 45 of Amendment No. 1.

The Corporation may be subject to constraints on marketing its products, page 37

8. Please revise here, and elsewhere as applicable, to identify and discuss the restrictions that may limit your ability to compete for market share.

Response to Comment 8

Please see the additional disclosure in the risk factor entitled “The Corporation may be subject to constraints on marketing its products” on page 38 of Amendment No. 1.

Our use of joint ventures may expose us to risks associated with jointly owned…, page 41

9. Your risk disclosure indicates that you currently operate parts of your business through joint ventures. Please revise your Business section to discuss your use of joint ventures and other strategic alliances. With reference to your disclosure on page 35, also tell us whether state limitations on licenses necessitate use of joint ventures. In your revised disclosure, describe how your joint ventures are typically structured and discuss the material terms of your current joint ventures. Also, tell us whether Exhibit 21.1 reflects all or some of your joint venture arrangements.

Response to Comment 9

Please see the revised disclosure on page 10 of Amendment No. 1 which discusses the Company’s use of joint ventures and other strategic alliances. Please see the additional disclosure in the risk factor entitled “The Corporation may face limitations on ownership of cannabis licenses” on page 35 of Amendment No. 1.

Exhibit 21.1 includes the material subsidiaries of the Company but is not an exhaustive list of the Company’s subsidiaries as it omits the Company’s subsidiaries which are not “significant subsidiaries” as permitted by Item 601(b)(21) of Regulation S-K. Ohio Investors 2017, LLC, the joint venture owner of GTI Ohio, LLC, is listed on Exhibit 21.1 with the applicable Class A and Class G Units. The Company also has joint ventures for the operation of (i) a medical marijuana dispensary in Effingham, Illinois (NH Medicinal Dispensaries, LLC) of which the Company holds a 50% interest, (ii) a medical marijuana dispensary in Westport, Connecticut (Bluepoint Wellness of Westport, LLC) of which the Company holds a 46% interest, and (iii) an RMD (Registered Marijuana Dispensary, as described on pages 19-20 of Amendment No. 1) in Chicopee, Massachusetts (Cal Funding, LLC) of which the Company holds less than a 10% interest.

Risks Related to Our Securities, page 49

10. With reference to your disclosure on page 87, please revise to add a risk factor that addresses your ability to issue an unlimited number of Subordinate Voting Shares, Multiple Voting Shares, and Super Voting Shares.

Response to Comment

Please see the additional risk factor entitled “Additional issuances of Super Voting Shares, Multiple Voting Shares or Subordinate Voting Shares may result in dilution” on page 50 of Amendment No. 1.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 53

11. Please quantify in your disclosure, if possible, how much of the material increase in net revenues is due to business combinations, increased sales volume, introduction of new products, or increased sales prices. Refer to Item 303(a)(3)(iii) and Instruction 4 of Regulation S-K, Section III.D of Release No. 33-6835, and Section III.B of Release No. 33-8350.

Green Thumb Industries Inc.

Page 4

Response to Comment 11

The increase in net revenues was attributable to acquisitions, new locations opened (non-acquisition) and organic growth. The Company did not introduce any new products (meaning products other than cannabis-related products) which contributed in any meaningful way to the material increase in sales. Further, the pricing of the Company’s products has remained relatively unchanged when compared to prior periods. Please see the revised disclosure on page 56 of Amendment No. 1.

Year Ended December 31, 2018, page 56

12. Please expand your disclosure of the factors causing material changes in your gross profit percentage. For example, describe the significant causes underlying the increase in your gross profit percentage from 41% for 2017 to 45% for 2018. Refer to Instruction 4 to Item 303(a) of Regulation S-K.

Response to Comment 12

The increase in gross margin percentage in 2018 was primarily driven by an increase in retail sales and additional retail store openings during 2018 where margins, on average, are higher than margins achieved from the Company’s wholesale business. Please see the revised disclosure on page 58 of Amendment No. 1.

Critical Accounting Estimates, page 62

13. Please disclose material implications of uncertainties associated with the methods, assumptions and estimates underlying the fair value of your licenses and permits intangible assets. Refer to Release 33-8350.

Response to Comment 13

To appropriately consider the risk of non-renewal for certain cannabis licenses, the Company applies probability weighting to the expected future net cash flows in calculating the fair value of these intangible assets. Please see the revised disclosure on page 65 of Amendment No. 1.

ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS, page 69

14. Please revise this section to clearly disclose each officer and director’s business experience during the past five years. Refer to Item 401(e) of Regulation S-K.

Response to Comment 14

Please see the revised disclosures on pages 71-74 of Amendment No. 1 which discuss each officer and director’s business experience during the past five years.

Green Thumb Industries Inc. Consolidated and Combined Financial Statements

Consolidated Statements of Operations, page F-3

15. Please show us the calculation of the weighted average number of shares outstanding for 2018 (130,102,523 shares) and how this amount reflects the Transaction described in Note 3 and the issued and outstanding shares in Note 13. Provide us the same analysis for your weighted average number of shares outstanding for the nine months ended September 30, 2019 (190,126,766 shares).

Response to Comment 15

In response to the Staff’s comment, please see the following table which illustrates the calculation of the weighted average number of shares outstanding for 2018:

Green Thumb Industries Inc.

Page 5

Year Ended December 31, 2018

Line No.

Date

Transaction Description

Subordinate Voting Shares

Multiple Voting Shares

Super Voting Shares

Options

RSUs

Total

Cumulative

Days

%

Weighted Average

12/31/2017

—

64,408,300

43,119,800

—

—

107,528,100

107,528,100

6/12/2018

Issuance of Bayswater Shares

500,439

—

—

—

—

500,439

108,028,539

44.7 %

48,019,398

6/12/2018

RTO

10,744,995

18,689,200

221,100

—

—

29,655,295

137,683,834

—

0.0 %

—

6/12/2018

Options granted

—

—

—

285,200

—

285,200

137,969,034

—

0.0 %

—

6/29/2018

Options granted

—

—

—

600,000

—

600,000

138,569,034

4.7 %

6,425,955

6/29/2018

RSUs granted

—

—

—

—

902,000

902,000

139,471,034

—

0.0 %

—

7/3/2018

Conversion from Multiple to Subordinate

100,000

(100,000 )

—

—

—

—

139,471,034

1.1 %

1,528,450

7/12/2018

RSUs granted

—

—

—

—

151,000

151,000

139,622,034

2.5 %

3,439,012

8/2/2018

Bought deal

7,300,000

—

—

—

—

7,300,000

146,922,034

5.8 %

8,033,049

8/29/2018

RSUs granted

—

—

—

—

250,000

250,000

147,172,034

7.4 %

10,868,205

8/29/2018

Options granted

—

—

—

470,000

—

470,000

147,642,034

—

0.0 %

—

9/4/2018

Conversion from Multiple to Subordinate

100,000

(100,000 )

—

—

—

—

147,642,034

1.6 %

2,426,992

9/6/2018

Exercise of Options

19,964

—

—

(19,964 )

—

—

147,642,034

0.5 %

808,997

9/10/2018

Exercise of Options

114,080

—

—

(114,080 )

—

—

147,642,034

1.1 %

1,617,995

9/12/2018

Exercise of Options

19,964

—

—

(19,964 )

—

—

147,642,034

0.5 %

808,997

10/1/2018

Conversion from Multiple to Subordinate

100,000

(100,000 )

—

—

—

—

147,642,034

5.2 %

7,685,476

10/9/2018

Shares Issuance

87,742

—

—

—

—

87,742

147,729,776

2.2 %

3,235,990

10/17/2018

Shares Issuance

5,083,000

—

—

—

—

5,083,000

152,812,776

2.2 %

3,237,913

10/26/2018

RSUs granted

—

—

—

—

5,000

5,000

152,817,776

2.5 %

3,767,986

10/26/2018

Options granted

—

—

—

43,000

—

43,000

152,860,776

—

0.0 %

—

11/1/2018

Options granted

—

—

—

154,500

—

154,500

153,015,276

1.6 %

2,512,780

11/7/2018

Shares Issuance

—

3,296,500

—

—

—

3,296,500

156,311,776

1.6 %

2,515,320

11/30/2018

Options granted

—

—

—

80,500

—

80,500

156,392,276

6.3 %

9,849,783

12/4/2018

Conversion from Multiple to Subordinate

17,451,600

(17,451,600 )

—

—

—

—

156,392,276

1.1 %

1,713,888

12/4/2018

Conversion from Super to Multiple

—

889,600

(889,600 )

—

—

—

156,392,276

—

0.0 %

—

12/6/2018

S