0001829126-22-005832.txt : 20220309 0001829126-22-005832.hdr.sgml : 20220309 20220309202115 ACCESSION NUMBER: 0001829126-22-005832 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220304 FILED AS OF DATE: 20220309 DATE AS OF CHANGE: 20220309 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Serruya Michael CENTRAL INDEX KEY: 0001401800 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-56199 FILM NUMBER: 22727083 MAIL ADDRESS: STREET 1: C/O RESPONSE GENETICS, INC. STREET 2: 1640 MARENGO ST., 6TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90033 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MOS HOLDINGS INC. CENTRAL INDEX KEY: 0001878915 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-56199 FILM NUMBER: 22727082 BUSINESS ADDRESS: STREET 1: 210 SHIELDS COURT CITY: MARKHAM STATE: A6 ZIP: L3R 8V2 BUSINESS PHONE: 9054798762 MAIL ADDRESS: STREET 1: 210 SHIELDS COURT CITY: MARKHAM STATE: A6 ZIP: L3R 8V2 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MedMen Enterprises, Inc. CENTRAL INDEX KEY: 0001776932 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RETAIL STORES, NEC [5990] IRS NUMBER: 981431779 STATE OF INCORPORATION: A1 FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 10115 JEFFERSON BOULEVARD CITY: CULVER CITY STATE: CA ZIP: 90232 BUSINESS PHONE: 4243302082 MAIL ADDRESS: STREET 1: 10115 JEFFERSON BOULEVARD CITY: CULVER CITY STATE: CA ZIP: 90232 4 1 ownership.xml FORM 4 X0306 4 2022-03-04 0 0001776932 MedMen Enterprises, Inc. MMNFF 0001401800 Serruya Michael 10115 JEFFERSON BOULEVARD CULVER CITY CA 90232 1 1 1 0 Chief Executive Officer 0001878915 MOS HOLDINGS INC. 210 SHIELDS COURT MARKHAM A6 L3R 8V2 ONTARIO, CANADA 0 0 1 0 Top-Up Warrant 0.1615 2022-03-04 4 J 0 1565140 0 A 2022-03-04 Class B Subordinate Voting Shares 1565140 1565140 I See footnotes Top-Up Warrants exercisable for Class B Subordinate Voting Shares ("Shares") were issued by MedMen Enterprises Inc. ("MedMen") pursuant to the terms of the Fourth Amended and Restated Securities Purchase Agreement dated August 17, 2021 (the "Convertible Facility") in connection with the issuance of Shares by MedMen as part of the Sixth Modification to its Senior Secured Commercial Loan Agreement, which automatically triggered the right of holders of convertible notes issued under the Convertible Facility to be issued on an involuntary basis five-year warrants in order to maintain their pro rata ownership interest (on a partially diluted basis) in Shares. The Top-Up Warrants expire on the earlier of the date that is (i) February 2, 2027, and (ii) the date that is the later of (A) 90 days after the Triggering Event (as defined in the Convertible Facility), or (B) if later than the date determined pursuant to the immediately preceding clause (A), 90 days after the issuance of all Shares issued pursuant to the Top-Up Warrant Triggering Event (as defined therein). The Top-Up Warrants are owned directly by Superhero Acquisition L.P. ("LP"). Superhero Acquisition Corp. ("Corp.") is the general partner of LP. MOS Holdings Inc. ("MOS") owns approximately one-third of the outstanding equity interests in Corp. S5 Holdings Limited Liability Company, which is controlled by Michael Serruya, has an 8% in LP. Accordingly, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Mr. Serruya and MOS may each be deemed a beneficial owner with respect to securities held of record by LP and has shared voting and investment power with respect to such securities. Securities reported represent the proportionate amount attributed to Mr. Serruya and MOS. Each reporting person disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. /s/ Michael Serruya 2022-03-08 /s/ Michael Serruya 2022-03-08