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* Wicklow Capital Inc. (Last) (First) (Middle) 737 N. MICHIGAN AVENUE SUITE 2100 (Street) CHICAGO IL 60611 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/23/2020	3. Issuer Name and Ticker or Trading Symbol MedMen Enterprises, Inc. [ MMNFF ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 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	5,262,729	I(1)(2)	By Clarence, LP. See footnotes 1 and 2.
Class B Subordinate Voting Shares	6,395,433	I(3)	By Clarence, LP. See footnotes 1, 2 and 3.
Class B Subordinate Voting Shares	37,726,860	I	By Milestone Investments, LP. See footnotes 1 and 2.
Class B Subordinate Voting Shares	12,195,122	I	By Milestone Investments, LP. See footnotes 1, 2 and 3.

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
Class B Common Shares(4)	(5)	(5)	Class B Subordinate Voting Shares(5)	26,903,977	(5)	I	By Clarence, LP. See footnotes 1 and 2.

1. Name and Address of Reporting Person* Wicklow Capital Inc. (Last) (First) (Middle) 737 N. MICHIGAN AVENUE SUITE 2100 (Street) CHICAGO IL 60611 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Milestone Investments, LP (Last) (First) (Middle) 737 N. MICHIGAN AVENUE SUITE 2100 (Street) CHICAGO IL 60611 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* DAN TIERNEY & DANIEL V. TIERNEY 2003 TRUST (Last) (First) (Middle) 737 N. MICHIGAN AVENUE SUITE 2100 (Street) CHICAGO IL 60611 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Tierney Daniel (Last) (First) (Middle) 737 N. MICHIGAN AVENUE SUITE 2100 (Street) CHICAGO IL 60611 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. This Form 3 is being filed jointly by Wicklow Capital, Inc., an Illinois corporation ("Wicklow"), Milestone Investments, LP, an Alaska limited partnership ("Milestone"), the Dan Tierney & Daniel V. Tierney 2003 Trust (the "Trust") and Daniel V. Tierney (collectively, the "Reporting Persons").

2. Wicklow is the general partner of each of Milestone and Clarence LP ("Clarence"). The Trust is the sole stockholder of Wicklow and the sole limited partner of Milestone and Clarence. Daniel V. Tierney is the trustee and sole beneficiary of the Trust and has voting and/or dispositive power over the securities of Issuer held by Wicklow, Milestone and Clarence. As a result, Daniel V. Tierney and the Trust may be deemed to indirectly beneficially own the securities of Issuer held by Wicklow, Milestone and Clarence. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest, if any, therein.

3. These shares have been loaned to a third party however the owner retains voting rights.

4. Class B Common Shares ("Class B Shares) of MM CAN USA, Inc., a California corporation ("MM CAN").

5. Class B Shares may be exchanged or redeemed for Class B Subordinate Voting Shares ("Subordinate Voting Shares") of Issuer as specified in MM CAN's articles of incorporation. Upon exercise of a redemption or exchange right, MM CAN will repurchase for cancellation each Class B Share submitted for redemption or exchange in consideration for either, at MM CAN's election, one Subordinate Voting Share or a cash amount equal to the cash settlement amount applicable to such Subordinate Voting Share (which cash settlement amount would be equal to the five-day VWAP for the Subordinate Voting Shares on the principal securities exchange on which the Subordinate Voting Shares are traded, ending on the last trading day immediately prior to the applicable date of redemption or exchange); provided that MM CAN may assign to Issuer its rights and obligations to effect a redemption or exchange directly with the redeeming holder.

Remarks:

	/s/ Emma Cuadrado, Secretary	12/08/2020
	Daniel V. Tierney	12/08/2020
	** 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).
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