SEC FORM 3

SEC Form 3

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

1. Name and Address of Reporting Person^*

Barrow Robert

(Last)

(First)

(Middle)

C/O MIND MEDICINE (MINDMED), INC.

ONE WORLD TRADE CENTER, SUITE 8500

(Street)

NEW YORK

10007

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2022

3. Issuer Name and Ticker or Trading Symbol
Mind Medicine (MindMed) Inc. [ MNMD ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Executive Officer

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

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
Subordinate Voting Shares	2,435,000⁽¹⁾	D

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: 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	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽²⁾	01/15/2026	Subordinate Voting Shares	1,000,000	3.09⁽³⁾	D
Stock Option (Right to Buy)	⁽⁴⁾	04/16/2026	Subordinate Voting Shares	2,515,500	2.42⁽⁵⁾	D

Explanation of Responses:

1. These shares represent restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one subordinate voting share of the Issuer. Of these RSUs, (i) 1,935,000 shall vest as to 25% on January 15, 2022 and the remainder shall vest in 36 equal monthly installments beginning on January 15, 2023; and (ii) 500,000 vest in 4 equal annual installments beginning on January 15, 2022, subject, to the Reporting Person providing continuous service to the Issuer on each such foregoing date.

2. 25% of the shares underlying the option shall vest and become exercisable on January 15, 2022; the remaining shares underlying the option shall vest and become exercisable in 30 equal monthly installments beginning on February 15, 2022, subject to the Reporting Person providing continuous service to the Issuer on each such date.

3. The option grant has an exercise price of $3.93 Canadian Dollars. This represents the exercise price in United States Dollars.

4. 25% of the shares underlying the option shall vest and become exercisable on January 15, 2022; the remaining shares underlying the option shall vest and become exercisable in 36 equal monthly installments beginning on January 15, 2023, subject to the Reporting Person providing continuous service to the Issuer on each such date.

5. The option grant has an exercise price of $3.08 Canadian Dollars. This represents the exercise price in United States Dollars.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney

	/s/ Robert Barrow	01/10/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.