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