MedMen Enterprises Form 3/A Initial statement of insider ownership (amended)

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

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1. Name and Address of Reporting Person^*

Gotham Green Partners LLC

(Last)

(First)

(Middle)

1437 4TH STREET

(Street)

SANTA MONICA

90401

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/23/2020

3. Issuer Name and Ticker or Trading Symbol
MedMen Enterprises, Inc. [ MMNFF ]

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)
11/03/2020

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)

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)
Warrants	09/27/2018⁽²⁾	09/27/2021⁽²⁾	Class B Subordinate Voting Shares	59,992	6.87⁽¹⁾	I	By Gotham Green Fund 1, L.P.⁽³⁾
Warrants	09/27/2018⁽²⁾	09/27/2021⁽²⁾	Class B Subordinate Voting Shares	240,007	6.87⁽¹⁾	I	By Gotham Green Fund 1 (Q), L.P.⁽³⁾
Warrants	07/12/2019	07/12/2022⁽⁴⁾	Class B Subordinate Voting Shares	42,136	3.159	I	By Gotham Green Fund 1, L.P.⁽³⁾
Warrants	07/12/2019	07/12/2022⁽⁴⁾	Class B Subordinate Voting Shares	168,571	3.159	I	By Gotham Green Fund 1 (Q), L.P.⁽³⁾
Warrants	07/12/2019	07/12/2022⁽⁴⁾	Class B Subordinate Voting Shares	92,682	3.159	I	By Gotham Green Fund II, L.P.⁽³⁾
Warrants	07/12/2019	07/12/2022⁽⁴⁾	Class B Subordinate Voting Shares	539,441	3.159	I	By Gotham Green Fund II (Q), L.P.⁽³⁾
Warrants	07/12/2019	07/12/2022⁽⁴⁾	Class B Subordinate Voting Shares	1,234,568	3.159	I	By Gotham Green SPV IV, L.P.⁽³⁾
Warrants	07/12/2019	07/12/2022⁽⁴⁾	Class B Subordinate Voting Shares	12,173	3.645	I	By Gotham Green Fund 1, L.P.⁽³⁾
Warrants	07/12/2019	07/12/2022⁽⁴⁾	Class B Subordinate Voting Shares	48,698	3.645	I	By Gotham Green Fund 1 (Q), L.P.⁽³⁾
Warrants	07/12/2019	07/12/2022⁽⁴⁾	Class B Subordinate Voting Shares	26,775	3.645	I	By Gotham Green Fund II, L.P.⁽³⁾
Warrants	07/12/2019	07/12/2022⁽⁴⁾	Class B Subordinate Voting Shares	155,838	3.645	I	By Gotham Green Fund II (Q), L.P.⁽³⁾
Warrants	07/12/2019	07/12/2022⁽⁴⁾	Class B Subordinate Voting Shares	356,653	3.645	I	By Gotham Green SPV IV, L.P.⁽³⁾
Convertible Notes	06/30/2020	04/23/2022	Class B Subordinate Voting Shares	211,683⁽⁵⁾	0.34	I	By Gotham Green Fund 1, L.P.⁽³⁾
Convertible Notes	06/30/2020	04/23/2022	Class B Subordinate Voting Shares	846,864⁽⁵⁾	0.34	I	By Gotham Green Fund 1 (Q), L.P.⁽³⁾
Convertible Notes	06/30/2020	04/23/2022	Class B Subordinate Voting Shares	567,861⁽⁵⁾	0.34	I	By Gotham Green Fund II, L.P.⁽³⁾
Convertible Notes	06/30/2020	04/23/2022	Class B Subordinate Voting Shares	3,305,148⁽⁵⁾	0.34	I	By Gotham Green Fund II (Q), L.P.⁽³⁾
Convertible Notes	06/30/2020	04/23/2022	Class B Subordinate Voting Shares	6,185,482⁽⁵⁾	0.34	I	By Gotham Green SPV IV, L.P.⁽³⁾
Convertible Notes	06/30/2020	04/23/2022	Class B Subordinate Voting Shares	2,889⁽⁶⁾	0.2845⁽⁶⁾	I	By Gotham Green Fund 1, L.P.⁽³⁾
Convertible Notes	06/30/2020	04/23/2022	Class B Subordinate Voting Shares	11,558⁽⁶⁾	0.2845⁽⁶⁾	I	By Gotham Green Fund 1 (Q), L.P.⁽³⁾
Convertible Notes	06/30/2020	04/23/2022	Class B Subordinate Voting Shares	7,750⁽⁶⁾	0.2845⁽⁶⁾	I	By Gotham Green Fund II, L.P.⁽³⁾
Convertible Notes	06/30/2020	04/23/2022	Class B Subordinate Voting Shares	45,110⁽⁶⁾	0.2845⁽⁶⁾	I	By Gotham Green Fund II (Q), L.P.⁽³⁾
Convertible Notes	06/30/2020	04/23/2022	Class B Subordinate Voting Shares	84,422⁽⁶⁾	0.2845⁽⁶⁾	I	By Gotham Green SPV IV, L.P.⁽³⁾
Convertible Notes	06/30/2020	04/23/2022	Class B Subordinate Voting Shares	13,434⁽⁶⁾	0.2845⁽⁶⁾	I	By Gotham Green SPV VI, L.P.⁽³⁾
Warrants⁽⁷⁾	09/27/2021	03/27/2025	Class B Subordinate Voting Shares	533,287	0.26	I	By Gotham Green Fund 1, L.P.⁽³⁾
Warrants⁽⁷⁾	09/27/2021	03/27/2025	Class B Subordinate Voting Shares	2,133,480	0.26	I	By Gotham Green Fund 1 (Q), L.P.⁽³⁾
Warrants⁽⁷⁾	09/27/2021	03/27/2025	Class B Subordinate Voting Shares	1,481,399	0.26	I	By Gotham Green Fund II, L.P.⁽³⁾
Warrants⁽⁷⁾	09/27/2021	03/27/2025	Class B Subordinate Voting Shares	8,622,266	0.26	I	By Gotham Green Fund II (Q), L.P.⁽³⁾
Warrants⁽⁷⁾	09/27/2021	03/27/2025	Class B Subordinate Voting Shares	15,625,000	0.26	I	By Gotham Green SPV IV, L.P.⁽³⁾
Warrants⁽⁷⁾	10/24/2021	04/24/2025	Class B Subordinate Voting Shares	106,657	0.26	I	By Gotham Green Fund 1, L.P.⁽³⁾
Warrants⁽⁷⁾	10/24/2021	04/24/2025	Class B Subordinate Voting Shares	426,696	0.26	I	By Gotham Green Fund 1 (Q), L.P.⁽³⁾

Explanation of Responses:

1. Price stated is in Canadian currency.

2. This holding is being amended to correct the date exercisable and the expiration date of the warrants.

3. Gotham Green Partners LLC is the SEC registered investment adviser to the Gotham funds. Gotham Green GP 1 LLC is the general partner of Gotham Green Fund 1, LP and Gotham Green Fund 1 (Q) LP. Gotham Green GP 2 LLC is the general partner to Gotham Green Fund II LP and Gotham Green Fund II (Q) LP. Gotham Green Partners SPV IV GP, LLC is the general partner of Gotham Green Partners SPV IV, L.P., and Gotham Green Partners SPV VI GP, LLC is the general partner of Gotham Green Partners SPV VI, L.P.

4. This holding is being amended to correct the expiration date.

5. This holding is being amended to correct the amount of shares at the conversion price noted.

6. This holding is being amended to correct the amount of shares and the conversion price of the convertible notes.

7. This holding was omitted from the original Form 3 filing.

Remarks:

This is one of four Form 3/As filed on December 29, 2020 to amend the initial beneficial ownership reports of the reporting person.

	/s/ Jason Adler, Managing Member	12/29/2020
	** 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.

MedMen Enterprises (MMNFQ) Form 3/AInitial statement of insider ownership (amended)