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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 08/17/2021 | 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) |
Class B Subordinate Voting Shares | 17,273,371 | I | By S5 Holdings LLC |
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 | 08/17/2021 | 08/17/2026 | Class B Voting Subordinate Voting Shares | 4,318,343 | 0.288 | I | By S5 Holdings LLC |
Short-Term Subscription Right | 08/17/2021 | 12/31/2021 | Class B Voting Subordinate Voting Shares(1) | (1) | (1) | I | By S5 Holdings LLC |
6% Senior Secured Convertible Notes | 08/17/2021 | 08/17/2028 | Class B Voting Subordinate Voting Shares | 64,267,643 | (2) | I | By S5 Holdings LLC(3) |
Warrants | 08/17/2021 | (4) | Class B Voting Subordinate Voting Shares | 10,788,748 | (5) | I | By S5 Holdings LLC(3) |
Explanation of Responses: |
1. Short-Term Subscription Right entitles holder to acquire (a) an aggregate of 20,833,333 Units at an exercise price of $0.24 per Unit (with each Unit consisting of one Class B Subordinate Voting Share (the "Shares"), and 1/4 share purchase warrant; whole warrant exercise price is $0.288 per Share), or (b) $5 million principal amount of notes at par, convertible into 21, 209,162 Shares at a weighted average conversion price of $0.2357 per Share. |
2. Convertible Notes have a weighted average conversion price of $0.2357 per Share. |
3. Securities reported represent the proportionate amount attributed to S5 Holdings LLC, which holds an investment interest in SuperHero Acquisition L.P. (the "LP"), which directly holds such securities. S5 Holdings LLC is solely owned by the Reporting Person. |
4. Warrants have expiration dates ranging from April 23, 2022 to January 11, 2026. |
5. Warrants have a weighted average exercise price of $0.3712 per Share. |
Remarks: |
/s/ Michael Serruya | 08/27/2021 | |
** 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. |