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*
(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) 08/17/2021 | ||||||||||||||||||||||||||
| 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 | ||||||||
| Senior Secured Convertible Note | $0.17 | 08/17/2021 | J(1) | $3,489,537.69 | (2) | 08/17/2028 | Class B Subordinate Voting Shares | 27,368,923 | (3) | $1,163,179.23 | I | By Pura Vida Master Fund, LTD.(4)(5) | |||
| Senior Secured Convertible Note | $0.1529 | 08/17/2021 | J(1) | $4,761,875.18 | (2) | 08/17/2028 | Class B Subordinate Voting Shares | 41,524,963 | (3) | $1,587,291.73 | I | By Pura Vida Master Fund, LTD.(4)(5) | |||
| Senior Secured Convertible Note | $0.34 | 08/17/2021 | J(1) | $6,480,570 | (2) | 08/17/2028 | Class B Subordinate Voting Shares | 25,414,000 | (3) | $2,160,190 | I | By Pura Vida Master Fund, LTD.(4)(5) | |||
| Senior Secured Convertible Note | $0.2845 | 08/17/2021 | J(1) | $160,131.97 | (2) | 08/17/2028 | Class B Subordinate Voting Shares | 750,472 | (3) | $53,377.32 | I | By Pura Vida Master Fund, LTD.(4)(5) | |||
| Senior Secured Convertible Note | $0.17 | 08/17/2021 | J(1) | $1,101,959.13 | (2) | 08/17/2028 | Class B Subordinate Voting Shares | 8,642,816 | (3) | $367,319.71 | I | By Pura Vida Pro Special Opportunity Master Fund, LTD.(4)(5) | |||
| Senior Secured Convertible Note | $0.1529 | 08/17/2021 | J(1) | $1,503,749.88 | (2) | 08/17/2028 | Class B Subordinate Voting Shares | 13,113,144 | (3) | $501,249.96 | I | By Pura Vida Pro Special Opportunity Master Fund, LTD.(4)(5) | |||
| Senior Secured Convertible Note | $0.34 | 08/17/2021 | J(1) | $2,046,495.53 | (2) | 08/17/2028 | Class B Subordinate Voting Shares | 8,025,472 | (3) | $682,165.18 | I | By Pura Vida Pro Special Opportunity Master Fund, LTD.(4)(5) | |||
| Senior Secured Convertible Note | $0.2845 | 08/17/2021 | J(1) | $50,567.99 | (2) | 08/17/2028 | Class B Subordinate Voting Shares | 236,991 | (3) | $16,856 | I | By Pura Vida Pro Special Opportunity Master Fund, LTD.(4)(5) | |||
| Warrant | $3.718 | 08/17/2021 | J(1) | 435,971 | (2) | 05/22/2022 | Class B Subordinate Voting Shares | 670,724 | (3) | 234,753 | I | By Pura Vida Master Fund, LTD.(4)(5) | |||
| Warrant | $4.29 | 08/17/2021 | J(1) | 125,947 | (2) | 05/22/2022 | Class B Subordinate Voting Shares | 193,765 | (3) | 67,818 | I | By Pura Vida Master Fund, LTD.(4)(5) | |||
| Warrant | $3.159 | 08/17/2021 | J(1) | 128,279 | (2) | 07/12/2022 | Class B Subordinate Voting Shares | 197,353 | (3) | 69,074 | I | By Pura Vida Master Fund, LTD.(4)(5) | |||
| Warrant | $3.645 | 08/17/2021 | J(1) | 37,058 | (2) | 07/12/2022 | Class B Subordinate Voting Shares | 57,013 | (3) | 19,955 | I | By Pura Vida Master Fund, LTD.(4)(5) | |||
| Warrant | $1.011 | 08/17/2021 | J(1) | 160,311 | (2) | 11/27/2022 | Class B Subordinate Voting Shares | 246,633 | (3) | 86,322 | I | By Pura Vida Master Fund, LTD.(4)(5) | |||
| Warrant | $1.167 | 08/17/2021 | J(1) | 46,313 | (2) | 11/27/2022 | Class B Subordinate Voting Shares | 71,250 | (3) | 24,938 | I | By Pura Vida Master Fund, LTD.(4)(5) | |||
| Warrant | $0.1529 | 08/17/2021 | J(1) | 8,077,175 | (2) | 03/27/2025 | Class B Subordinate Voting Shares | 12,426,422 | (3) | 4,349,248 | I | By Pura Vida Master Fund, LTD.(4)(5) | |||
| Warrant | $3.718 | 08/17/2021 | J(1) | 137,675 | (2) | 05/22/2022 | Class B Subordinate Voting Shares | 211,807 | (3) | 74,132 | I | By Pura Vida Pro Special Opportunity Master Fund, LTD.(4)(5) | |||
| Warrant | $4.29 | 08/17/2021 | J(1) | 39,773 | (2) | 05/22/2022 | Class B Subordinate Voting Shares | 61,189 | (3) | 21,416 | I | By Pura Vida Pro Special Opportunity Master Fund, LTD.(4)(5) | |||
| Warrant | $3.159 | 08/17/2021 | J(1) | 40,509 | (2) | 07/12/2022 | Class B Subordinate Voting Shares | 62,322 | (3) | 21,813 | I | By Pura Vida Pro Special Opportunity Master Fund, LTD.(4)(5) | |||
| Warrant | $3.645 | 08/17/2021 | J(1) | 11,703 | (2) | 07/12/2022 | Class B Subordinate Voting Shares | 18,004 | (3) | 6,301 | I | By Pura Vida Pro Special Opportunity Master Fund, LTD.(4)(5) | |||
| Warrant | $1.011 | 08/17/2021 | J(1) | 50,625 | (2) | 11/27/2022 | Class B Subordinate Voting Shares | 77,884 | (3) | 27,259 | I | By Pura Vida Pro Special Opportunity Master Fund, LTD.(4)(5) | |||
| Warrant | $1.167 | 08/17/2021 | J(1) | 14,625 | (2) | 11/27/2022 | Class B Subordinate Voting Shares | 22,500 | (3) | 7,875 | I | By Pura Vida Pro Special Opportunity Master Fund, LTD.(4)(5) | |||
| Warrant | $0.1529 | 08/17/2021 | J(1) | 2,550,687 | (2) | 03/27/2025 | Class B Subordinate Voting Shares | 3,924,133 | (3) | 1,373,447 | I | By Pura Vida Pro Special Opportunity Master Fund, LTD.(4)(5) | |||
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. In connection with the disposition of the securities, the parties entered into a Fourth Amended and Restated Securities Purchase Agreement dated August 17, 2021, pursuant to which amended and restated senior secured convertible notes (the "Notes") and warrants (the "Warrants") were issued. The maturity date on the Notes was changed from April 23, 2022 to August 17, 2028. As a result of the disposition of the Notes and Warrants, the Reporting Persons no longer beneficially own more than 10% of the Issuer's securities. |
| 2. Currently exercisable. |
| 3. The Notes and Warrants reported on this Form 4 were sold for aggregate cash consideration of $6,251,483 plus an aggregate of 1,062,068 shares of common stock of Tilray, Inc., subject to adjustment. |
| 4. 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. |
| 5. 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 securities reported herein except to the extent of PVI's and Efrem Kamen's pecuniary interest, if any, therein. |
| 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. | ||
| 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. | ||