Sec Form 3 Filing - Tilray, Inc. @ MedMen Enterprises, Inc. - 2021-08-17

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Tilray, Inc. 2. Issuer Name and Ticker or Trading Symbol MedMen Enterprises, Inc. [ MMNFF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 655 MADISON AVENUE, SUITE 1900 3. Date of Earliest Transaction (MM/DD/YY) 08/17/2021 (Street) NEW YORK, NY10065 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Warrant $ 3.718 08/17/2021 04/23/2022 Class B Subordinate Voting Shares 917,832 I See Footnote( 1 ) Warrant $ 4.29 08/17/2021 04/23/2022 Class B Subordinate Voting Shares 265,152 I See Footnote( 1 ) Warrant $ 3.718 08/17/2021 05/22/2022 Class B Subordinate Voting Shares 3,671,329 I See Footnote( 1 ) Warrant $ 4.29 08/17/2021 05/22/2022 Class B Subordinate Voting Shares 1,060,606 I See Footnote( 1 ) Warrant $ 3.159 08/17/2021 07/12/2022 Class B Subordinate Voting Shares 1,350,309 I See Footnote( 1 ) Warrant $ 3.645 08/17/2021 07/12/2022 Class B Subordinate Voting Shares 390,089 I See Footnote( 1 ) Warrant $ 1.0111 08/17/2021 11/27/2022 Class B Subordinate Voting Shares 1,687,492 I See Footnote( 1 ) Warrant $ 1.1667 08/17/2021 11/27/2022 Class B Subordinate Voting Shares 487,497 I See Footnote( 1 ) Warrant $ 0.1529 08/17/2021 03/27/2025 Class B Subordinate Voting Shares 53,139,307 I See Footnote( 1 ) Warrant $ 0.1529 08/17/2021 04/24/2025 Class B Subordinate Voting Shares 10,627,861 I See Footnote( 1 ) Warrant $ 0.1529 08/17/2021 09/14/2025 Class B Subordinate Voting Shares 21,255,723 I See Footnote( 1 ) Warrant $ 0.1608 08/17/2021 01/11/2026 Class B Subordinate Voting Shares 40,413,468 I See Footnote( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Tilray, Inc. 655 MADISON AVENUE SUITE 1900 NEW YORK, NY10065 X Signatures /s/ Mitchell Gendel, authorized officer 12/17/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The convertible notes and warrants are owned directly by Superhero Acquisition L.P. ("LP"). Superhero Acquisition Corp. ("Corp.") is the general partner of LP. Tilray, Inc. ("Tilray") owns approximately two-thirds of the outstanding equity interests in Corp. and approximately two-thirds of the outstanding equity interest in LP. Accordingly, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Tilray may 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. Tilray disclaims beneficial ownership of these securities except to the extent of 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 Sec tion 16 or for any other purpose.

Remarks: This Form 3 is the second of two Form 3s filed relating to the same event. This Form 3 has been split into two filings because there are more than 30 derivative securities beneficially owned, and the SEC's EDGAR filing system limits a single Form 3 to a maximum of 30 rows per table. This filing relates to transactions that occurred on August 17, 2021, which were previously disclosed by Tilray in its Current Report on Form 8-K filed on August 18, 2021. As of the date of this filing, Tilray has not executed any transactions in MedMen Enterprises, Inc. securities since August 17, 2021.

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).

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