MedMen Enterprises Form 4 / Efrem Kamen ownership change

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^*

PURA VIDA INVESTMENTS, LLC

(Last)

(First)

(Middle)

512 W 22ND STREET

7TH FLOOR

(Street)

NEW YORK

10011

(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)

	Form filed by One Reporting Person
X	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)
Senior Secured Convertible Note⁽¹⁾	$2.55	01/11/2021		H⁽²⁾			$2,842,250.68	⁽³⁾	04/23/2022	Class B Subordinate Voting Shares	1,082,518	⁽⁴⁾	0	I	By Pura Vida Master Fund, LTD.⁽⁵⁾⁽⁶⁾
Senior Secured Convertible Note⁽¹⁾	$2.17	01/11/2021		H⁽²⁾			$756,702.74	⁽³⁾	04/23/2022	Class B Subordinate Voting Shares	339,079	⁽⁴⁾	0	I	By Pura Vida Master Fund, LTD.⁽⁵⁾⁽⁶⁾
Senior Secured Convertible Note⁽¹⁾	$1.28	01/11/2021		H⁽²⁾			$553,156.25	⁽³⁾	04/23/2022	Class B Subordinate Voting Shares	420,217	⁽⁴⁾	0	I	By Pura Vida Master Fund, LTD.⁽⁵⁾⁽⁶⁾
Senior Secured Convertible Note⁽¹⁾	$0.778	01/11/2021		H⁽²⁾			$293,010.8	⁽³⁾	04/23/2022	Class B Subordinate Voting Shares	366,218	⁽⁴⁾	0	I	By Pura Vida Master Fund, LTD.⁽⁵⁾⁽⁶⁾
Senior Secured Convertible Note⁽¹⁾	$0.17	01/11/2021		J⁽⁷⁾		$4,445,120.46		⁽³⁾	04/23/2022	Class B Subordinate Voting Shares	26,147,767	⁽⁴⁾	$4,445,120.46	I	By Pura Vida Master Fund, LTD.⁽⁵⁾⁽⁶⁾
Senior Secured Convertible Note⁽¹⁾	$2.55	01/11/2021		H⁽²⁾			$897,552.85	⁽³⁾	04/23/2022	Class B Subordinate Voting Shares	341,847	⁽⁴⁾	0	I	By Pura Vida Pro Special Opportunity Master Fund, LTD.⁽⁵⁾⁽⁶⁾
Senior Secured Convertible Note⁽¹⁾	$2.17	01/11/2021		H⁽²⁾			$238,955.99	⁽³⁾	04/23/2022	Class B Subordinate Voting Shares	107,077	⁽⁴⁾	0	I	By Pura Vida Pro Special Opportunity Master Fund, LTD.⁽⁵⁾⁽⁶⁾
Senior Secured Convertible Note⁽¹⁾	$1.28	01/11/2021		H⁽²⁾			$174,678.9	⁽³⁾	04/23/2022	Class B Subordinate Voting Shares	132,700	⁽⁴⁾	0	I	By Pura Vida Pro Special Opportunity Master Fund, LTD.⁽⁵⁾⁽⁶⁾
Senior Secured Convertible Note⁽¹⁾	$0.778	01/11/2021		H⁽²⁾			$92,528.65	⁽³⁾	04/23/2022	Class B Subordinate Voting Shares	115,647	⁽⁴⁾	0	I	By Pura Vida Pro Special Opportunity Master Fund, LTD.⁽⁵⁾⁽⁶⁾
Senior Secured Convertible Note⁽¹⁾	$0.17	01/11/2021		J⁽⁷⁾		$1,403,716.39		⁽³⁾	04/23/2022	Class B Subordinate Voting Shares	8,257,155	⁽⁴⁾	$1,403,716.39	I	By Pura Vida Pro Special Opportunity Master Fund, LTD.⁽⁵⁾⁽⁶⁾
Warrant⁽¹⁾	$3.718	01/11/2021		H⁽⁸⁾			95,817	⁽³⁾	05/22/2022	Class B Subordinate Voting Shares	766,541	⁽⁴⁾	670,724	I	By Pura Vida Master Fund, LTD.⁽⁵⁾⁽⁶⁾
Warrant⁽¹⁾	$4.29	01/11/2021		H⁽⁸⁾			27,680	⁽³⁾	05/22/2022	Class B Subordinate Voting Shares	221,445	⁽⁴⁾	193,765	I	By Pura Vida Master Fund, LTD.⁽⁵⁾⁽⁶⁾
Warrant⁽¹⁾	$3.159	01/11/2021		H⁽⁸⁾			28,193	⁽³⁾	07/12/2022	Class B Subordinate Voting Shares	225,546	⁽⁴⁾	197,353	I	By Pura Vida Master Fund, LTD.⁽⁵⁾⁽⁶⁾
Warrant⁽¹⁾	$3.645	01/11/2021		H⁽⁸⁾			8,145	⁽³⁾	07/12/2022	Class B Subordinate Voting Shares	65,158	⁽⁴⁾	57,013	I	By Pura Vida Master Fund, LTD.⁽⁵⁾⁽⁶⁾
Warrant⁽¹⁾	$1.011	01/11/2021		H⁽⁸⁾			35,234	⁽³⁾	11/27/2022	Class B Subordinate Voting Shares	281,867	⁽⁴⁾	246,633	I	By Pura Vida Master Fund, LTD.⁽⁵⁾⁽⁶⁾
Warrant⁽¹⁾	$1.167	01/11/2021		H⁽⁸⁾			10,178	⁽³⁾	11/27/2022	Class B Subordinate Voting Shares	81,428	⁽⁴⁾	71,250	I	By Pura Vida Master Fund, LTD.⁽⁵⁾⁽⁶⁾
Warrant⁽¹⁾	$0.1608	01/11/2021		J⁽⁹⁾		3,986,944		07/11/2022	01/11/2026	Class B Subordinate Voting Shares	3,986,944	⁽⁴⁾	3,986,944	I	By Pura Vida Master Fund, LTD.⁽⁵⁾⁽⁶⁾
Warrant⁽¹⁾	$3.718	01/11/2021		H⁽⁸⁾			30,259	⁽³⁾	05/22/2022	Class B Subordinate Voting Shares	242,066	⁽⁴⁾	211,807	I	By Pura Vida Pro Special Opportunity Master Fund, LTD.⁽⁵⁾⁽⁶⁾
Warrant⁽¹⁾	$4.29	01/11/2021		H⁽⁸⁾			8,741	⁽³⁾	05/22/2022	Class B Subordinate Voting Shares	69,930	⁽⁴⁾	61,189	I	By Pura Vida Pro Special Opportunity Master Fund, LTD.⁽⁵⁾⁽⁶⁾
Warrant⁽¹⁾	$3.159	01/11/2021		H⁽⁸⁾			8,903	⁽³⁾	07/12/2022	Class B Subordinate Voting Shares	71,225	⁽⁴⁾	62,322	I	By Pura Vida Pro Special Opportunity Master Fund, LTD.⁽⁵⁾⁽⁶⁾
Warrant⁽¹⁾	$3.645	01/11/2021		H⁽⁸⁾			2,572	⁽³⁾	07/12/2022	Class B Subordinate Voting Shares	20,576	⁽⁴⁾	18,004	I	By Pura Vida Pro Special Opportunity Master Fund, LTD.⁽⁵⁾⁽⁶⁾
Warrant⁽¹⁾	$1.011	01/11/2021		H⁽⁸⁾			11,127	⁽³⁾	11/27/2022	Class B Subordinate Voting Shares	89,011	⁽⁴⁾	77,884	I	By Pura Vida Pro Special Opportunity Master Fund, LTD.⁽⁵⁾⁽⁶⁾
Warrant⁽¹⁾	$1.1667	01/11/2021		H⁽⁸⁾			3,214	⁽³⁾	11/27/2022	Class B Subordinate Voting Shares	25,714	⁽⁴⁾	22,500	I	By Pura Vida Pro Special Opportunity Master Fund, LTD.⁽⁵⁾⁽⁶⁾
Warrant⁽¹⁾	$0.1608	01/11/2021		J⁽⁹⁾		1,259,035		07/11/2022	01/11/2026	Class B Subordinate Voting Shares	1,259,035	⁽⁴⁾	1,259,035	I	By Pura Vida Pro Special Opportunity Master Fund, LTD.⁽⁵⁾⁽⁶⁾

1. Name and Address of Reporting Person^*

PURA VIDA INVESTMENTS, LLC

(Last)

(First)

(Middle)

512 W 22ND STREET

7TH FLOOR

(Street)

NEW YORK

10011

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Pura Vida Master Fund, LTD

(Last)

(First)

(Middle)

C/O WALKERS CORPORATE LIMITED

190 ELGIN AVENUE

(Street)

GEORGE TOWN, GRAND CAYMAN

KY1-9008

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Kamen Efrem

(Last)

(First)

(Middle)

C/O PURA VIDA INVESTMENTS, LLC

512 W 22ND STREET, 7TH FLOOR

(Street)

NEW YORK

10011

(City)

(State)

(Zip)

Explanation of Responses:

1. Pursuant to a Third Amended and Restated Securities Purchase Agreement dated 01/11/2021 (the "Third Restatement"), (a) portions of certain warrants were cancelled, (b) additional share purchase warrants with an exercise price of $0.1608 per share were issued, and (c) the conversion prices of certain Senior Secured Convertible Notes (each a "Note" and collectively, the "Notes") were amended to $0.17 per share. Furthermore, Notes with conversion prices of $0.26 or $0.20 per share and warrants with an exercise price of $0.26 per share were automatically adjusted to $0.1529 pursuant to existing down-round adjustment provisions; such automatic adjustments are not required to be reported herein as they do not constitute acquisitions of additional securities. All dollar and share amounts of Notes reflect fully accreted principal amounts as of 01/11/2021. The ultimate number of shares issuable on conversion may vary based on the accrued interest payable on Notes at the time of any conversion.

2. Pursuant to the Third Restatement, the conversion price of this Note was amended, which may be deemed a cancellation of the Note and an issuance of a new Note for the purpose of Section 16. See also footnotes (1) and (7).

3. Currently exercisable as of Reporting Date.

4. Not applicable.

5. The reporting persons (the "Reporting Persons") are Pura Vida Investments, LLC ("PVI"), Pura Vida Master Fund, LTD. (the "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.

6. This Form 4 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 Shares reported herein except to the extent of the PVI's and Efrem Kamen's pecuniary interest, if any, therein.

7. This Note may be deemed issued for the purpose of Section 16 pursuant to the Third Restatement upon amendment of the conversion price of the original Notes. See also footnotes (1) and (2).

8. Pursuant to the Third Restatement, a portion of the shares underlying this warrant was cancelled. See also footnote (1).

9. Warrant was issued pursuant to the Third Restatement. See also footnote (1).

Remarks:

	/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 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.
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MedMen Enterprises (MMNFQ) Form 4MedMen Enterprises / Efrem Kamen ownership change