| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol MedMen Enterprises, Inc. [ MMNFF ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 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)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Convertible Note(1) | $2.17 | 01/11/2021 | H(2) | 243,432 | 09/14/2021 | 04/23/2022 | Class B Subordinate Voting Shares | 243,432 | (3) | 0 | I(4) | By Gotham Green Fund 1(Q) LP.(5) | |||
| Convertible Note(6) | $1.28 | 01/11/2021 | H(2) | 301,682 | 09/14/2021 | 04/23/2022 | Class B Subordinate Voting Shares | 301,682 | (3) | 0 | I | By Gotham Green Fund 1(Q) LP.(5) | |||
| Convertible Note(6) | $0.17 | 01/11/2021 | J(7) | 17,202,844 | 07/02/2021 | 04/23/2022 | Class B Subordinate Voting Shares | 17,202,844 | (3) | 17,202,844 | I | By Gotham Green Fund 1(Q) LP.(5) | |||
| Convertible Note(6) | $0.2 | 01/11/2021 | H(8) | 138,430 | 09/14/2020 | 04/23/2022 | Class B Subordinate Voting Shares | 138,430 | (3) | 0 | I | By Gotham Green Fund 1(Q) LP.(5) | |||
| Convertible Note(6) | $0.1529 | 01/11/2021 | J(9) | 167,942 | 09/14/2020 | 04/23/2022 | Class B Subordinate Voting Shares | 167,942 | (3) | 167,942 | I | By Gotham Green Fund 1(Q) LP.(5) | |||
| Convertible Note(6) | $0.1529 | 01/11/2021 | J(10) | 82,520 | 07/02/2021 | 04/23/2022 | Class B Subordinate Voting Shares | 82,520 | (3) | 82,520 | I | By Gotham Green Fund 1(Q) LP.(5) | |||
| Convertible Note(6) | $2.55 | 01/11/2021 | H(2) | 24,093 | 04/23/2019 | 04/23/2022 | Class B Subordinate Voting Shares | 24,093 | (3) | 0 | I | By Gotham Green Fund 1(Q) LP.(5) | |||
| Convertible Note(6) | $2.55 | 01/11/2021 | H(2) | 18,545 | 05/22/2019 | 04/23/2022 | Class B Subordinate Voting Shares | 18,545 | (3) | 0 | I | By Gotham Green Fund 1(Q) LP.(5) | |||
| Convertible Note(6) | $2.17 | 01/11/2021 | H(2) | 12,329 | 07/12/2019 | 04/23/2022 | Class B Subordinate Voting Shares | 12,329 | (3) | 0 | I | By Gotham Green Fund 1(Q) LP.(5) | |||
| Convertible Note(6) | $1.28 | 01/11/2021 | H(2) | 15,280 | 10/29/2019 | 04/23/2022 | Class B Subordinate Voting Shares | 15,280 | (3) | 0 | I | By Gotham Green Fund 1(Q) LP.(5) | |||
| Convertible Note(6) | $0.17 | 01/11/2021 | J(11) | 845,875 | (11) | 04/23/2022 | Class B Subordinate Voting Shares | 845,875 | (3) | 845,875 | I | By Gotham Green Fund 1(Q) LP.(5) | |||
| Convertible Note(6) | $0.17 | 01/11/2021 | J(7) | 415,631 | 07/02/2021 | 04/23/2022 | Class B Subordinate Voting Shares | 415,631 | (3) | 415,631 | I | By Gotham Green Fund 1(Q) LP.(5) | |||
| Convertible Note(6) | $0.1608 | 01/11/2021 | J(12) | 15,757,826 | 01/11/2021 | 04/23/2022 | Class B Subordinate Voting Shares | 15,757,826 | (3) | 15,757,826 | I | By Gotham Green Fund 1(Q) LP.(5) | |||
| Convertible Note(6) | $0.34 | 01/11/2021 | H(13) | 258,792 | 06/30/2020 | 04/23/2022 | Class B Subordinate Voting Shares | 258,792 | (3) | 526,599 | I | By Gotham Green Fund II LP.(5) | |||
| Convertible Note(6) | $0.34 | 01/11/2021 | J(14) | 258,792 | 07/02/2021 | 04/23/2022 | Class B Subordinate Voting Shares | 258,792 | (3) | 258,792 | I | By Gotham Green Fund II LP.(5) | |||
| Convertible Note(6) | $0.26 | 01/11/2021 | H(8) | 243,934 | 03/27/2020 | 04/23/2022 | Class B Subordinate Voting Shares | 243,934 | (3) | 0 | I | By Gotham Green Fund II LP.(5) | |||
| Convertible Note(6) | $0.1529 | 01/11/2021 | J(9) | 385,878 | 03/27/2020 | 04/23/2022 | Class B Subordinate Voting Shares | 385,878 | (3) | 385,878 | I | By Gotham Green Fund II LP.(5) | |||
| Convertible Note(6) | $0.1529 | 01/11/2021 | J(10) | 189,044 | 07/02/2021 | 04/23/2022 | Class B Subordinate Voting Shares | 189,044 | (3) | 189,044 | I | By Gotham Green Fund II LP.(5) | |||
| Convertible Note(6) | $0.26 | 01/11/2021 | H(8) | 35,701 | 04/24/2020 | 04/23/2022 | Class B Subordinate Voting Shares | 35,701 | (3) | 0 | I | By Gotham Green Fund II LP.(5) | |||
| Convertible Note(6) | $0.1529 | 01/11/2021 | J(9) | 56,297 | 04/24/2020 | 04/23/2022 | Class B Subordinate Voting Shares | 56,297 | (3) | 56,297 | I | By Gotham Green Fund II LP.(5) | |||
| Convertible Note(6) | $0.1529 | 01/11/2021 | J(10) | 27,667 | 07/02/2021 | 04/23/2022 | Class B Subordinate Voting Shares | 27,667 | (3) | 27,667 | I | By Gotham Green Fund II LP.(5) | |||
| Convertible Note(6) | $0.2845 | 01/11/2021 | H(13) | 287,576 | 09/14/2021 | 04/23/2022 | Class B Subordinate Voting Shares | 287,576 | (3) | 0 | I | By Gotham Green Fund II LP.(5) | |||
| Convertible Note(6) | $0.2845 | 01/11/2021 | J(14) | 287,576 | 07/02/2021 | 04/23/2022 | Class B Subordinate Voting Shares | 287,576 | (3) | 287,576 | I | By Gotham Green Fund II LP.(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, the conversion price, and exercisable date of all or a portion, as applicable, of this Convertible Note were amended, which may be deemed a cancellation of the Convertible Note and an issuance of a new Convertible Note for the purpose of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"). |
| 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 Convertible Note may be deemed issued for purpose of Section 16 pursuant to the Amended Facility upon amendment of the conversion price and the exercisable date of the original Convertible Note. See also footnote 1. Shares reported reflect amount as of January 11, 2021, plus amendment to the conversion price |
| 8. Pursuant to the Amended Facility, the exercisable date of all or a portion, as applicable, of this Convertible Note was amended, which may be deemed a cancellation of the Convertible Note and an issuance of a new Convertible Note for the purpose of Section 16. The conversion price of this Convertible Note was also adjusted pursuant to existing down round adjustment provisions. See also footnote 1. |
| 9. Only the conversion price of the original Convertible Note was adjusted pursuant to existing down adjustment round provisions. All other terms remain the same. See also footnote 1. Shares reported reflect amount as of January 11, 2021, plus adjustment to the conversion price. |
| 10. This Convertible Note may be deemed issued for purpose of Section 16 pursuant to the Amended Facility upon amendment of the exercisable date of all or a portion, as applicable, of the original Convertible Note. The conversion price of this Convertible Note was also adjusted pursuant to existing down round adjustment provisions. See also footnote 1. Shares reported reflect amount as of January 11, 2021 plus adjustment to the conversion price. |
| 11. This Convertible Note may be deemed issued for purpose of Section 16 pursuant to the Amended Facility upon amendment of the conversion price of the original Convertible Note. This Convertible Note is currently convertible. See also footnote 1. Shares reported reflect amount as of January 11, 2021, plus amendment to the conversion price. |
| 12. This Convertible Note was issued pursuant to the Amended Facility. See footnote 1. |
| 13. Pursuant to the Amended Facility, the exercisable date of all or a portion, as applicable, of this Convertible Note was amended, which may be deemed a cancellation of the Convertible Note and an issuance of a new Convertible Note for the purpose of Section 16. If applicable, Column 9 reports remaining shares and reflects share amount as of January 11, 2021. |
| 14. This Convertible Note may be deemed issued for purpose of Section 16 pursuant to the Amended Facility upon amendment of all or a portion, as applicable, of the exercisable date of the original Convertible Note. See also footnote 1. Shares reported reflect amount as of January 11, 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). | ||
| 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. | ||
