| 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 01/11/2021 | 3. Issuer Name and Ticker or Trading Symbol MedMen Enterprises, Inc. [ MMNFF ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Warrants | 01/11/2021 | 09/14/2025 | Class B Subordinate Voting Shares | 32,701,112 | 0.1529 | I | See Notes 1 and 2(1)(2) |
| Senior Secured Convertible Note | 01/11/2021 | 04/23/2022 | Class B Subordinate Voting Shares | 36,781,522(3) | 0.1529 | I | See Notes 1 and 2(1)(2) |
| Explanation of Responses: |
| 1. The filing persons (the "Filers") are Parallax Volatility Advisers, L.P. ("PVA"), Parallax Partners, LLC (the "GP"), Parallax Master Fund, L.P. (the "Master Fund"), S. Daniel Hutchison and William F. Bartlett. PVA and the GP are the investment adviser and general partner, respectively, of investment funds, including the Master Fund (the "Funds"). Mr. Hutchison and Mr. Bartlett are the managers and control persons of PVA and the GP. The securities are held directly by the Funds for the benefit of their investors and are indirectly beneficially owned by PVA and the GP as the investment adviser and general partner, respectively, of the Funds, and by Mr. Hutchison and Mr. Bartlett as PVA's and the GP's control persons. PVA is filing this Form 3 for itself and the other Filers. |
| 2. The Filers are filing this Form 3 jointly, but not as a group, and each expressly disclaims membership in a group within the meaning of Rule 13d-5(b) under the Securities Exchange Act of 1934, as amended. Each Filer disclaims beneficial ownership of these securities except to the extent of that Filer's pecuniary interest therein. |
| 3. This represents the number of Class B Subordinate Voting Shares issuable on conversion of the outstanding principal amount of the Note. The ultimate number of shares issuable on conversion may vary based on the accrued interest payable on the Note at the time of conversion. |
| Easton Chen, Chief Compliance Officer of Parallax Volatility Advisers, L.P. | 03/03/2021 | |
| ** 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. | ||
