MedMen Enterprises Form 4 Change in insider ownership

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/11/2021

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrant⁽¹⁾	$3.159	01/11/2021		H⁽²⁾			5,267	07/12/2019	07/12/2022	Class B Subordinate Voting Shares	5,267	⁽³⁾	36,869	I⁽⁴⁾	By Gotham Green Fund I LP.⁽⁵⁾
Warrant⁽⁶⁾	$3.645	01/11/2021		H⁽²⁾			1,522	07/12/2019	07/12/2022	Class B Subordinate Voting Shares	1,522	⁽³⁾	10,651	I	By Gotham Green Fund I LP.⁽⁵⁾
Warrant⁽⁶⁾	$3.718	01/11/2021		H⁽²⁾			10,085	04/23/2019	04/23/2022	Class B Subordinate Voting Shares	10,085	⁽³⁾	70,593	I	By Gotham Green Fund I LP.⁽⁵⁾
Warrant⁽⁶⁾	$4.29	01/11/2021		H⁽²⁾			2,913	04/23/2019	04/23/2022	Class B Subordinate Voting Shares	2,913	⁽³⁾	20,394	I	By Gotham Green Fund I LP.⁽⁵⁾
Warrant⁽⁶⁾	$3.718	01/11/2021		H⁽²⁾			7,816	05/22/2019	05/22/2022	Class B Subordinate Voting Shares	7,816	⁽³⁾	54,710	I	By Gotham Green Fund I LP.⁽⁵⁾
Warrant⁽⁶⁾	$4.29	01/11/2021		H⁽²⁾			2,258	05/22/2019	05/22/2022	Class B Subordinate Voting Shares	2,258	⁽³⁾	15,805	I	By Gotham Green Fund I LP.⁽⁵⁾
Warrant⁽⁶⁾	$0.1608	01/11/2021		J⁽⁷⁾		3,938,841		01/11/2021	01/11/2026	Class B Subordinate Voting Shares	3,938,841	⁽³⁾	3,938,841	I	By Gotham Green Fund I LP.⁽⁵⁾
Warrant⁽⁶⁾	$0.1608	01/11/2021		J⁽⁷⁾		689,663		09/27/2021⁽⁸⁾	01/11/2026	Class B Subordinate Voting Shares	689,663	⁽³⁾	689,663	I	By Gotham Green Fund I LP.⁽⁵⁾
Warrant⁽⁶⁾	$3.159	01/11/2021		H⁽²⁾			21,071	07/12/2019	07/12/2022	Class B Subordinate Voting Shares	21,071	⁽³⁾	147,500	I	By Gotham Green Fund 1(Q) LP⁽⁵⁾
Warrant⁽⁶⁾	$3.645	01/11/2021		H⁽²⁾			6,087	07/12/2019	07/12/2022	Class B Subordinate Voting Shares	6,087	⁽³⁾	42,611	I	By Gotham Green Fund 1(Q) LP⁽⁵⁾
Warrant⁽⁶⁾	$3.718	01/11/2021		H⁽²⁾			40,346	04/23/2019	04/23/2022	Class B Subordinate Voting Shares	40,346	⁽³⁾	282,418	I	By Gotham Green Fund 1(Q) LP⁽⁵⁾
Warrant⁽⁶⁾	$4.29	01/11/2021		H⁽²⁾			11,655	04/23/2019	04/23/2022	Class B Subordinate Voting Shares	11,655	⁽³⁾	81,588	I	By Gotham Green Fund 1(Q) LP⁽⁵⁾
Warrant⁽⁶⁾	$3.718	01/11/2021		H⁽²⁾			31,268	05/22/2019	05/22/2022	Class B Subordinate Voting Shares	31,268	⁽³⁾	218,874	I	By Gotham Green Fund 1(Q) LP⁽⁵⁾
Warrant⁽⁶⁾	$4.29	01/11/2021		H⁽²⁾			9,033	05/22/2019	05/22/2022	Class B Subordinate Voting Shares	9,033	⁽³⁾	63,230	I	By Gotham Green Fund 1(Q) LP⁽⁵⁾
Warrant⁽⁶⁾	$0.1608	01/11/2021		J⁽⁷⁾		15,757,826		01/11/2021	01/11/2026	Class B Subordinate Voting Shares	15,757,826	⁽³⁾	15,757,826	I	By Gotham Green Fund 1(Q) LP⁽⁵⁾
Warrant⁽⁶⁾	$0.1608	01/11/2021		J⁽⁷⁾		2,759,083		09/27/2021⁽⁸⁾	01/11/2026	Class B Subordinate Voting Shares	2,759,083	⁽³⁾	2,759,083	I	By Gotham Green Fund 1(Q) LP⁽⁵⁾
Warrant⁽⁶⁾	$3.159	01/11/2021		H⁽²⁾			11,585	07/12/2019	07/12/2022	Class B Subordinate Voting Shares	11,585	⁽³⁾	81,097	I	By Gotham Green Fund II LP⁽⁵⁾
Warrant⁽⁶⁾	$3.645	01/11/2021		H⁽²⁾			3,347	07/12/2019	07/22/2022	Class B Subordinate Voting Shares	3,347	⁽³⁾	23,428	I	By Gotham Green Fund II LP⁽⁵⁾
Warrant⁽⁶⁾	$3.718	01/11/2021		H⁽²⁾			177,458	04/23/2019	04/23/2022	Class B Subordinate Voting Shares	177,458	⁽³⁾	155,276	I	By Gotham Green Fund II LP⁽⁵⁾
Warrant⁽⁶⁾	$4.29	01/11/2021		H⁽²⁾			51,266	04/23/2019	04/23/2022	Class B Subordinate Voting Shares	51,266	⁽³⁾	44,858	I	By Gotham Green Fund II LP⁽⁵⁾
Warrant⁽⁶⁾	$3.718	01/11/2021		H⁽²⁾			17,191	05/22/2019	05/22/2022	Class B Subordinate Voting Shares	17,191	⁽³⁾	120,339	I	By Gotham Green Fund II LP⁽⁵⁾
Warrant⁽⁶⁾	$4.29	01/11/2021		H⁽²⁾			4,966	05/22/2019	05/22/2022	Class B Subordinate Voting Shares	4,966	⁽³⁾	34,765	I	By Gotham Green Fund II LP⁽⁵⁾
Warrant⁽⁶⁾	$1.0111	01/11/2021		H⁽²⁾			47,581	11/27/2019	11/27/2022	Class B Subordinate Voting Shares	47,581	⁽³⁾	333,065	I	By Gotham Green Fund II LP⁽⁵⁾
Warrant⁽⁶⁾	$1.1667	01/11/2021		H⁽²⁾			13,746	11/27/2019	11/27/2022	Class B Subordinate Voting Shares	13,746	⁽³⁾	96,218	I	By Gotham Green Fund II LP⁽⁵⁾
Warrant⁽⁶⁾	$0.1608	01/11/2021		J⁽⁷⁾		2,034,734		01/11/2021	01/11/2026	Class B Subordinate Voting Shares	2,034,734	⁽³⁾	2,034,734	I	By Gotham Green Fund II LP⁽⁵⁾
Warrant⁽⁶⁾	$0.1608	01/11/2021		J⁽⁷⁾		1,915,792		09/27/2021⁽⁸⁾	01/11/2026	Class B Subordinate Voting Shares	1,915,792	⁽³⁾	1,915,792	I	By Gotham Green Fund II LP⁽⁵⁾
Warrant⁽⁶⁾	$3.159	01/11/2021		H⁽²⁾			154,321	07/12/2019	07/12/2022	Class B Subordinate Voting Shares	154,321	⁽³⁾	1,080,247	I	Gotham Green Partners IV, L.P.⁽⁵⁾
Warrant⁽⁶⁾	$3.645	01/11/2021		H⁽²⁾			44,582	07/12/2019	07/12/2022	Class B Subordinate Voting Shares	44,582	⁽³⁾	312,071	I	Gotham Green Partners IV, L.P.⁽⁵⁾
Warrant⁽⁶⁾	$3.718	01/11/2021		H⁽²⁾			524,476	05/22/2019	05/22/2022	Class B Subordinate Voting Shares	52,476	⁽³⁾	3,671,328	I	Gotham Green Partners IV, L.P.⁽⁵⁾
Warrant⁽⁶⁾	$4.29	01/11/2021		H⁽²⁾			151,515	05/22/2019	05/22/2022	Class B Subordinate Voting Shares	151,515	⁽³⁾	1,060,606	I	Gotham Green Partners IV, L.P.⁽⁵⁾

Explanation of Responses:

1. As disclosed in a Current Report on Form 8-K filed by MedMen Enterprises Inc. (the "Issuer") on January 15, 2021, pursuant to a Third Amended and Restated Securities Purchase Agreement dated January 11, 2021 (the "Amended Facility"), the Reporting Person and its affiliates were issued additional Convertible Notes in an aggregate principal amount of $10.0 million with a conversion price of $0.1608 per share and an aggregate of 62,174,567 share purchase warrants with an exercise price of $0.1608 per share. Furthermore, the conversion prices and exercisability dates of certain Convertible Notes were amended, conversion prices of certain Convertible Notes were adjusted pursuant to existing down round adjustment provisions, and portions of certain warrants were cancelled.

2. Pursuant to the Amended Facility, a portion of the shares underlying this warrant was cancelled.

3. Not applicable.

4. 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.

5. See footnote 4.

6. See footnote 1.

7. This warrant was issued pursuant to the Amended Facility. See footnote (1).

8. This warrant becomes exercisable in certain amounts beginning on September 27, 2021.

Remarks:

This is one of nine Form 4s filed on February 12, 2021.

	/s/ Jason Adler, Managing Member	02/12/2021
	** 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 4 (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).
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MedMen Enterprises (MMNFQ) Form 4Change in insider ownership