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) 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)
| 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) |
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 | ||||
Senior Secured Convertible Note | (1) | 04/23/2022 | Class B Subordinate Voting Shares | 1,168,132(2) | 2.55 | I | Pura Vida Master Fund, LTD.(3)(4) |
Senior Secured Convertible Note | (1) | 04/23/2022 | Class B Subordinate Voting Shares | 339,079(2) | 2.17 | I | Pura Vida Master Fund, LTD.(3)(4) |
Senior Secured Convertible Note | (1) | 04/23/2022 | Class B Subordinate Voting Shares | 420,217(2) | 1.28 | I | Pura Vida Master Fund, LTD.(3)(4) |
Senior Secured Convertible Note | (1) | 04/23/2022 | Class B Subordinate Voting Shares | 366,218(2) | 0.778 | I | Pura Vida Master Fund, LTD.(3)(4) |
Senior Secured Convertible Note | (1) | 04/23/2022 | Class B Subordinate Voting Shares | 20,160,339(2) | 0.26 | I | Pura Vida Master Fund, LTD.(3)(4) |
Senior Secured Convertible Note | (1) | 04/23/2022 | Class B Subordinate Voting Shares | 24,783,779(2) | 0.34 | I | Pura Vida Master Fund, LTD.(3)(4) |
Senior Secured Convertible Note | (1) | 04/23/2022 | Class B Subordinate Voting Shares | 4,051,194(2) | 0.2 | I | Pura Vida Master Fund, LTD.(3)(4) |
Senior Secured Convertible Note | (1) | 04/23/2022 | Class B Subordinate Voting Shares | 697,189(2) | 0.2845 | I | Pura Vida Master Fund, LTD.(3)(4) |
Senior Secured Convertible Note | (1) | 04/23/2022 | Class B Subordinate Voting Shares | 368,883(2) | 2.55 | I | Pura Vida Pro Special Oppportunity Master Fund, LTD.(3)(4) |
Senior Secured Convertible Note | (1) | 04/23/2022 | Class B Subordinate Voting Shares | 107,077(2) | 2.17 | I | Pura Vida Pro Special Oppportunity Master Fund, LTD.(3)(4) |
Senior Secured Convertible Note | (1) | 04/23/2022 | Class B Subordinate Voting Shares | 132,700(2) | 1.28 | I | Pura Vida Pro Special Oppportunity Master Fund, LTD.(3)(4) |
Senior Secured Convertible Note | (1) | 04/23/2022 | Class B Subordinate Voting Shares | 115,647(2) | 0.778 | I | Pura Vida Pro Special Oppportunity Master Fund, LTD.(3)(4) |
Senior Secured Convertible Note | (1) | 04/23/2022 | Class B Subordinate Voting Shares | 6,366,423(2) | 0.26 | I | Pura Vida Pro Special Oppportunity Master Fund, LTD.(3)(4) |
Senior Secured Convertible Note | (1) | 04/23/2022 | Class B Subordinate Voting Shares | 7,826,456(2) | 0.34 | I | Pura Vida Pro Special Oppportunity Master Fund, LTD.(3)(4) |
Senior Secured Convertible Note | (1) | 04/23/2022 | Class B Subordinate Voting Shares | 1,279,324(2) | 0.2 | I | Pura Vida Pro Special Oppportunity Master Fund, LTD.(3)(4) |
Senior Secured Convertible Note | (1) | 04/23/2022 | Class B Subordinate Voting Shares | 220,165(2) | 0.2845 | I | Pura Vida Pro Special Oppportunity Master Fund, LTD.(3)(4) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. Currently exercisable. This Form 3 is reporting securities held as of the reporting date of October 23, 2020, and includes securities that may have subsequently expired or terminated or been transferred. |
2. Represents the number of Class B Subordinate Voting Shares (the "Shares") issuable upon conversion of the outstanding principal amount of the Senior Secured Convertible Note (the "Note"). The ultimate number of Shares issuable upon conversion may vary based on the accrued interest payable on the Note at the time of conversion. |
3. The reporting persons (the "Reporting Persons") are Pura Vida Investments, LLC ("PVI"), Pura Vida Master Fund, LTD ("PV Master Fund"), and Efrem Kamen. PVI serves as the investment manager to the PV Master Fund. Pura Vida Pro, LLC ("PVP") serves as the investment manager to Pura Vida Pro Special Opportunity Master Fund, LTD. PVP is a relying adviser of PVI. Efrem Kamen serves as the managing member of both PVI and PVP. |
4. This report shall not be deemed an admission that PVI and Efrem Kamen are beneficial owners of the securities for purposes of Sections 13 and 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of PVI and Efrem Kamen disclaims beneficial ownership of the Securities reported herein except to the extent of the Reporting Person's pecuniary interest, if any, therein. |
Remarks: |
This is number one of two Form 3s filed on April 29, 2022 to report the beneficial ownership of the Reporting Persons. |
/s/ Efrem Kamen | 04/29/2022 | |
/s/ Efrem Kamen | 04/29/2022 | |
/s/ Efrem Kamen | 04/29/2022 | |
** 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. |