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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MedMen Enterprises, Inc. [ MMNFF ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/17/2021 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) 08/19/2021 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class B Subordinate Voting Shares | 08/18/2021 | S(1) | 2,685,240 | D | (2) | 0 | I(3) | See footnote 3. |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Convertible Note(4) | $0.1529 | 08/17/2021 | J(5) | $39,465,521.26 | 08/17/2021 | 08/17/2028 | Class B Subordinate Voting Shares | 258,113,285 | (6) | $13,155,173.75 | I(7) | See footnote 7. | |||
Convertible Note | $0.1608 | 08/17/2021 | J(5) | $8,586,065.33 | 08/17/2021 | 08/17/2028 | Class B Subordinate Voting Shares | 53,383,489 | (6) | $2,862,021.78 | I(7) | See footnote 7. | |||
Convertible Note(4) | $0.17 | 08/17/2021 | J(5) | $32,347,543.56 | 08/17/2021 | 08/17/2028 | Class B Subordinate Voting Shares | 190,279,668 | (6) | $10,782,514.52 | I(7) | See footnote 7. | |||
Convertible Note(4) | $0.2845 | 08/17/2021 | J(5) | $1,315,802.97 | 08/17/2021 | 08/17/2028 | Class B Subordinate Voting Shares | 4,624,967 | (6) | $438,600.99 | I(7) | See footnote 7. | |||
Convertible Note(4) | $0.34 | 08/17/2021 | J(5) | $60,074,009.46 | 08/17/2021 | 08/17/2028 | Class B Subordinate Voting Shares | 176,688,263 | (6) | $20,024,669.82 | I(7) | See footnote 7. | |||
Warrant | $4.29 | 08/17/2021 | J(5) | 265,152 | 08/17/2021 | 04/23/2022 | Class B Subordinate Voting Shares | 265,152 | (6) | 142,775 | I(7) | See footnote 7. | |||
Warrant | $3.718 | 08/17/2021 | J(5) | 917,832 | 08/17/2021 | 04/23/2022 | Class B Subordinate Voting Shares | 917,832 | (6) | 494,218 | I(7) | See footnote 7. | |||
Warrant(4) | $4.29 | 08/17/2021 | J(5) | 894,886 | 08/17/2021 | 05/22/2022 | Class B Subordinate Voting Shares | 894,886 | (6) | 481,862 | I(7) | See footnote 7. | |||
Warrant(4) | $3.718 | 08/17/2021 | J(5) | 3,097,684 | 08/17/2021 | 05/22/2022 | Class B Subordinate Voting Shares | 3,097,684 | (6) | 1,667,984 | I(7) | See footnote 7. | |||
Warrant(4) | $3.645 | 08/17/2021 | J(5) | 341,328 | 08/17/2021 | 07/12/2022 | Class B Subordinate Voting Shares | 341,328 | (6) | 183,792 | I(7) | See footnote 7. | |||
Warrant(4) | $3.159 | 08/17/2021 | J(5) | 1,181,520 | 08/17/2021 | 07/12/2022 | Class B Subordinate Voting Shares | 1,181,520 | (6) | 636,204 | I(7) | See footnote 7. | |||
Warrant(4) | $1.1667 | 08/17/2021 | J(5) | 426,560 | 08/17/2021 | 11/27/2022 | Class B Subordinate Voting Shares | 426,560 | (6) | 229,687 | I(7) | See footnote 7. | |||
Warrant(4) | $1.0111 | 08/17/2021 | J(5) | 1,476,555 | 08/17/2021 | 11/27/2022 | Class B Subordinate Voting Shares | 1,476,555 | (6) | 795,068 | I(7) | See footnote 7. | |||
Warrant | $0.1608 | 08/17/2021 | J(5) | 40,413,468 | 08/17/2021 | 01/11/2026 | Class B Subordinate Voting Shares | 40,413,468 | (6) | 21,761,099 | I(7) | See footnote 7. | |||
Warrant(4) | $0.1529 | 08/17/2021 | J(5) | 42,511,445 | 08/17/2021 | 03/27/2025 | Class B Subordinate Voting Shares | 42,511,445 | (6) | 22,890,778 | I(7) | See footnote 7. | |||
Warrant | $0.1529 | 08/17/2021 | J(5) | 10,627,861 | 08/17/2021 | 04/24/2025 | Class B Subordinate Voting Shares | 10,627,861 | (6) | 5,722,695 | I(7) | See footnote 7. |
Explanation of Responses: |
1. Shares sold were held indirectly by the following affiliated funds: Gotham Green Fund 1 L.P., Gotham Green Fund I (Q) L.P., Gotham Green Fund II L.P., and Gotham Green Fund II (Q) L.P. See also footnotes 3 and 7. |
2. The shares were sold in a private sale for total consideration of $200,000. |
3. Gotham Green Partners, LLC is the SEC registered investment adviser to the Gotham funds. Gotham Green GP 1, LLC is the general partner of Gotham Green Fund 1, L.P. and Gotham Green Fund 1(Q), L.P. Gotham Green GP II, LLC is the general partner to Gotham Green Fund II, L.P. and Gotham Green Fund II(Q), L.P. Gotham Green Partners SPV IV GP, LLC is the general partner of Gotham Green Partners SPV IV, L.P., and Gotham Green Partners SPV VI GP, LLC is the general partner of Gotham Green Partners SPV VI, L.P. |
4. On August 19, 2021, the Reporting Person filed a Form 4 which inadvertently included amounts held by other parties. This amendment reports the amounts for the Reporting Person and its affiliated funds. |
5. 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 Convertible Notes and Warrants were issued. |
6. Convertible Notes and Warrants reported on this Form 4 were sold for aggregate consideration of $45.2 million plus Tilray, Inc. agreed to issue an aggregate of 7,685,140 shares of its common stock subject to adjustment, provided that if certain stockholder approval is not obtained, the Reporting Person may elect to receive cash. |
7. Amounts reported are held indirectly by the following affiliated funds: Gotham Green Fund 1, L.P, Gotham Green Fund 1(Q), L.P., Gotham Green Fund II, L.P., Gotham Green Fund II(Q), L.P., Gotham Green Partners SPV IV, L.P. and Gotham Green Partners SPV VI, L.P., each of which is the sole member of the following entities, respectively: Gotham Green Fund 1 HoldCo, LLC, Gotham Green Fund 1(Q) HoldCo, LLC, Gotham Green Fund II HoldCo, LLC, Gotham Green Fund II(Q) HoldCo, LLC, Gotham Green Partners SPV IV HoldCo, LLC, and Gotham Green Partners SPV VI HoldCo, LLC. See also footnote 3. |
Remarks: |
/s/ Jason Adler, Managing Member | 09/01/2021 | |
** 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. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |