Tyson Rossi Form 3 MedMen Enterprises / TYSON ROSSI ownership change

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^*

ROSSI TYSON

(Last) (First) (Middle)

10115 JEFFERSON BOULEVARD

(Street)

CULVER CITY CA 90232

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/10/2022

3. Issuer Name and Ticker or Trading Symbol
MedMen Enterprises, Inc. [ MMNFF ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Ch. Strategy Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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	13,277(1)	D
Class B Subordinate Voting Shares	262,971(2)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Employee Stock Options (right to buy)(3)	08/05/2020	08/29/2029	Class B Subordinate Voting Shares	10,000	1.9858(4)	D
Employee Stock Options (right to buy)(3)	09/09/2020	09/09/2025	Class B Subordinate Voting Shares	4,530	0.167(5)	D
Employee Stock Options (right to buy)(3)	08/29/2021	08/29/2026	Class B Subordinate Voting Shares	66,213	0.2814(6)	D

Explanation of Responses:

1. Represents restricted stock units ("RSUs"), granted 9/9/2020 pursuant to Issuer's 2018 Stock and Incentive Plan (the "Incentive Plan"), which vest annually over four years with 37.5% vesting on 6/30/2021 and 6/30/2023, and 12.5% vesting on 6/30/2022 and 6/30/24. RSUs are equivalent to Issuer's Class B Subordinate Voting Shares and may be settled solely by delivery of an equal number of Shares.

2. Represents RSUs granted 8/29/2021 pursuant to the Incentive Plan, which vest annually over four years with 37.5% vesting on 6/30/2022 and 6/30/2024, and 12.5% vesting on 6/30/2023 and 6/30/25. RSUs are equivalent to Issuer's Class B Subordinate Voting Shares and may be settled solely by delivery of an equal number of Shares.

3. Employee stock options (right to buy) ("Options") granted pursuant to the Incentive Plan.

4. Options have an exercise price of CAN$2.64, which is equivalent to US$1.9858 at an exchange rate of 0.7522 as of the grant date.

5. Options have an exercise price of CAN$0.22, which is equivalent to US$0.1670 at an exchange rate of 0.7591 as of the grant date.

6. Options have an exercise price of CAN$0.355, which is equivalent to US$0.2814 at an exchange rate of 0.7925 as of the grant date.

Remarks:

	/s/ Tyson Rossi	01/26/2022
	** 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).
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