Efrem Kamen Form 4 MedMen Enterprises / 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)
08/17/2021

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	$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^*

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. 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.
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Efrem Kamen Form 4MedMen Enterprises / Efrem Kamen ownership change