0001829126-22-005548.txt : 20220308
0001829126-22-005548.hdr.sgml : 20220308
20220308154359
ACCESSION NUMBER: 0001829126-22-005548
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220304
FILED AS OF DATE: 20220308
DATE AS OF CHANGE: 20220308
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Gotham Green Partners LLC
CENTRAL INDEX KEY: 0001796617
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-56199
FILM NUMBER: 22721509
BUSINESS ADDRESS:
STREET 1: 1437 4TH STREET
CITY: SANTA MONICA
STATE: CA
ZIP: 90401
BUSINESS PHONE: 212-659-3838
MAIL ADDRESS:
STREET 1: 1437 4TH STREET
CITY: SANTA MONICA
STATE: CA
ZIP: 90401
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
0001796617
Gotham Green Partners LLC
1437 4TH STREET
SUITE 200
SANTA MONICA
CA
90401
0
0
1
0
Top-Up Warrant
0.1615
2022-03-04
4
J
0
31355
0
A
2022-03-04
Class B Subordinate Voting Shares
31355
31355
I
By Gotham Green Fund 1 HoldCo, LLC
Top-Up Warrant
0.1615
2022-03-04
4
J
0
125439
0
A
2022-03-04
Class B Subordinate Voting Shares
125439
125439
I
By Gotham Green Fund 1 (Q) HoldCo, LLC
Top-Up Warrant
0.1615
2022-03-04
4
J
0
57859
0
A
2022-03-04
Class B Subordinate Voting Shares
57859
57859
I
By Gotham Green Fund II HoldCo, LLC
Top-Up Warrant
0.1615
2022-03-04
4
J
0
336757
0
A
2022-03-04
Class B Subordinate Voting Shares
336757
336757
I
By Gotham Green Fund II (Q) HoldCo, LLC
Top-Up Warrant
0.1615
2022-03-04
4
J
0
565890
0
A
2022-03-04
Class B Subordinate Voting Shares
565890
565890
I
By Gotham Green Partners SPV IV HoldCo, LLC
Top-Up Warrant
0.1615
2022-03-04
4
J
0
354827
0
A
2022-03-04
Class B Subordinate Voting Shares
354827
354827
I
By Gotham Green Partners SPV VI HoldCo, LLC
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).
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. The Filer disclaims beneficial ownership of these securities except to the extent of the Filer's pecuniary interest therein.
Amounts reported are held indirectly by the following 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).
/s/ Jason Adler, Managing Member
2022-03-08