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)
Convertible Note⁽¹⁾	$0.26	01/11/2021		H⁽²⁾			60,137,630	09/14/2021	04/23/2022	Class B Subordinate Voting Shares	60,137,630	⁽³⁾	0	I⁽⁴⁾	By Gotham Green Fund IV LP.⁽⁵⁾
Convertible Note⁽⁶⁾	$0.1529	01/11/2021		J⁽⁷⁾		98,764,383		07/02/2021	04/23/2022	Class B Subordinate Voting Shares	98,764,383	⁽³⁾	98,764,383	I	By Gotham Green Fund IV LP.⁽⁵⁾
Convertible Note⁽⁶⁾	$0.34	01/11/2021		H⁽⁸⁾			122,126,308	09/14/2021	04/23/2022	Class B Subordinate Voting Shares	122,126,308	⁽³⁾	0	I	By Gotham Green Fund IV LP.⁽⁵⁾
Convertible Note⁽⁶⁾	$0.34	01/11/2021		J⁽⁹⁾		116,674,368		07/02/2021	04/23/2022	Class B Subordinate Voting Shares	116,674,368	⁽³⁾	116,674,368	I	By Gotham Green Fund IV LP.⁽⁵⁾
Convertible Note⁽⁶⁾	$0.2	01/11/2021		H⁽²⁾			19,962,954	09/14/2021	04/23/2022	Class B Subordinate Voting Shares	19,962,954	⁽³⁾	0	I	By Gotham Green Fund IV LP.⁽⁵⁾
Convertible Note⁽⁶⁾	$0.1529	01/11/2021		J⁽⁷⁾		24,946,726		07/02/2021	04/23/2022	Class B Subordinate Voting Shares	24,946,726	⁽³⁾	24,946,726	I	By Gotham Green Fund IV LP.
Convertible Note⁽⁶⁾	$2.55	01/11/2021		H⁽¹⁰⁾			6,141,845	09/14/2021	04/23/2022	Class B Subordinate Voting Shares	6,141,845	⁽³⁾	0	I	By Gotham Green Fund IV LP.⁽⁵⁾
Convertible Note⁽⁶⁾	$2.17	01/11/2021		H⁽¹⁰⁾			1,782,825	09/14/2021	04/23/2022	Class B Subordinate Voting Shares	1,782,825	⁽³⁾	0	I	By Gotham Green Fund IV LP.⁽⁵⁾
Convertible Note⁽⁶⁾	$1.28	01/11/2021		H⁽¹⁰⁾			2,209,434	09/14/2021	04/23/2022	Class B Subordinate Voting Shares	2,209,434	⁽³⁾	0	I	By Gotham Green Fund IV LP.⁽⁵⁾
Convertible Note⁽⁶⁾	$0.17	01/11/2021		J⁽¹¹⁾		125,649,320		07/02/2021	04/23/2022	Class B Subordinate Voting Shares	125,649,320	⁽³⁾	125,649,320	I	By Gotham Green Fund IV LP.⁽⁵⁾
Convertible Note⁽⁶⁾	$0.2	01/11/2021		H⁽²⁾			1,011,088	09/14/2020	04/23/2022	Class B Subordinate Voting Shares	1,011,088	⁽³⁾	0	I	By Gotham Green Fund IV LP.⁽⁵⁾
Convertible Note⁽⁶⁾	$0.1529	01/11/2021		J⁽¹²⁾		1,226,451		09/14/2020	04/23/2022	Class B Subordinate Voting Shares	1,226,451	⁽³⁾	1,226,451	I	By Gotham Green Fund IV LP.⁽⁵⁾
Convertible Note⁽⁶⁾	$0.1529	01/11/2021		J⁽⁷⁾		602,727		07/02/2021	04/23/2022	Class B Subordinate Voting Shares	602,727	⁽³⁾	602,727	I	By Gotham Green Fund IV LP.⁽⁵⁾
Convertible Note⁽⁶⁾	$2.55	01/11/2021		H⁽¹⁰⁾			311,074	05/22/2019	04/23/2022	Class B Subordinate Voting Shares	311,074	⁽³⁾	0	I	By Gotham Green Fund IV LP.⁽⁵⁾
Convertible Note⁽⁶⁾	$2.17	01/11/2021		H⁽¹⁰⁾			90,297	07/12/2019	04/23/2022	Class B Subordinate Voting Shares	90,297	⁽³⁾	0	I	BBy Gotham Green Fund IV LP.⁽⁵⁾
Convertible Note⁽⁶⁾	$1.28	01/11/2021		H⁽¹⁰⁾			111,904	10/29/2019	04/23/2022	Class B Subordinate Voting Shares	111,904	⁽³⁾	0	I	By Gotham Green Partners IV, L.P.⁽⁵⁾
Convertible Note⁽⁶⁾	$0.17	01/11/2021		J⁽¹³⁾		6,117,273		⁽¹³⁾	04/23/2022	Class B Subordinate Voting Shares	6,117,273	⁽³⁾	6,117,273	I	By Gotham Green Partners IV, L.P.⁽⁵⁾
Convertible Note⁽⁶⁾	$0.17	01/11/2021		J⁽¹¹⁾		3,035,761		07/02/2021	04/23/2022	Class B Subordinate Voting Shares	3,035,761	⁽³⁾	3,035,761	I	By Gotham Green Partners IV, L.P.⁽⁵⁾
Convertible Note⁽⁶⁾	$0.1608	01/11/2021		J⁽¹⁴⁾			3,730,474	01/11/2021	04/23/2022	Class B Subordinate Voting Shares	3,730,474	⁽³⁾	3,730,474	I	By Gotham Green Partners IV, L.P.⁽⁵⁾
Convertible Note⁽⁶⁾	$0.26	01/11/2021		H⁽²⁾			10,075,553	04/24/2020	04/23/2022	Class B Subordinate Voting Shares	10,075,553	⁽³⁾	0	I	By Gotham Green Partners SPV VI, L.P.⁽⁵⁾
Convertible Note⁽⁶⁾	$0.1529	01/11/2021		J⁽¹²⁾		844,373		04/24/2020	04/23/2022	Class B Subordinate Voting Shares	844,373	⁽³⁾	844,373	I	By Gotham Green Partners SPV VI, L.P.⁽⁵⁾
Convertible Note⁽⁶⁾	$0.1529	01/11/2021		J⁽⁷⁾		16,643,324		07/02/2021	04/23/2022	Class B Subordinate Voting Shares	16,643,324	⁽³⁾	16,643,324	I	By Gotham Green Partners SPV VI, L.P.⁽⁵⁾
Convertible Note⁽⁶⁾	$0.2845	01/11/2021		H⁽¹⁵⁾			498,531	09/14/2021	04/23/2022	Class B Subordinate Voting Shares	498,531	⁽³⁾	0	I	By Gotham Green Partners SPV VI, L.P.⁽⁵⁾
Convertible Note⁽⁶⁾	$0.2845	01/11/2021		H⁽¹⁵⁾			13,434	06/30/2020	04/23/2022	Class B Subordinate Voting Shares	13,434	⁽³⁾	0	I	By Gotham Green Partners SPV VI, 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, 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 of the Securities Exchange Act of 1934, as amended ("Section 16"). The conversion price of this Convertible Note was also adjusted pursuant to existing down round adjustment provisions.

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 the 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.

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.

9. This Convertible Note may be deemed issued for the 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. See also footnote 1. Shares reported reflect amount as of January 11, 2021.

10. 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.

11. This Convertible Note may be deemed issued for the purpose of Section 16 pursuant to the Amended Facility upon amendment of the conversion price and exercisable date of all or a portion, as applicable, of the original Convertible Note. See also footnote 1. Shares reported reflect amount as of January 11, 2021, plus amendment to the conversion price.

12. 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.

13. This Convertible Note may be deemed issued for the 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.

14. This Convertible Note was issued pursuant to the Amended Facility. See footnote 1.

15. This Convertible Note, including accrued interest, has been paid in full.

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.
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MedMen Enterprises (MMNFQ) Form 4Change in insider ownership