Sec Form 4 Filing - Wicklow Capital Inc. @ MedMen Enterprises, Inc. - 2021-02-22

FORM 4 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 Wicklow Capital 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) 737 N. MICHIGAN AVENUE, SUITE 2100 3. Date of Earliest Transaction (MM/DD/YY) 02/22/2021 (Street) CHICAGO, IL60611 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 Class B Subordinate Voting Shares ( 1 ) 02/22/2021 J( 2 ) 9,813,234 A 32,166,706 I ( 4 ) By Clarence, LP. See footnote 4.

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 Class B Common Shares ( 5 ) ( 6 ) 02/22/2021 J( 7 ) 9,813,234 ( 3 ) ( 3 ) Class B Subordinate Voting Shares 9,813,234 ( 3 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Wicklow Capital Inc. 737 N. MICHIGAN AVENUE SUITE 2100 CHICAGO, IL60611 X DAN TIERNEY & DANIEL V. TIERNEY 2003 TRUST 737 N. MICHIGAN AVENUE SUITE 2100 CHICAGO, IL60611 X Tierney Daniel 737 N. MICHIGAN AVENUE SUITE 2100 CHICAGO, IL60611 X Milestone Investments, LP 737 N. MICHIGAN AVENUE SUITE 2100 CHICAGO, IL60611 X Signatures /s/ Emma Cuadrado, Secretary 09/27/2021 Signature of Reporting Person Date /s/ Daniel V. Tierney 09/27/2021 Signature of Reporting Person Date /s/ Daniel V. Tierney 09/27/2021 Signature of Reporting Person Date Daniel V. Tierney 09/27/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4 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 )Shares acquired upon redemption of Class B Common Shares ("Class B Shares") of MM CAN USA, Inc., a California corporation ("MM CAN"). See also footnote 6. ( 3 )Not applicable. ( 4 )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. ( 5 )Class B Shares of MM CAN. ( 6 )Class B Shares may be exchanged or redeemed for Class B Subordinate Voting Shares ("Subordinate Voting Shares") of Issuer as specified inMM CAN's articles of incorporation. Upon exercise of a redemption or exchange right, MM CAN will repurchase for cancellation each Class BShare submitted for redemption or exchange in consideration for either, at MM CAN's election, one Subordinate Voting Share or a cash amountequal to the cash settlement amount applicable to such Subordinate Voting Share (which cash settlement amount would be equal to the five-dayVWAP for the Subordinate Voting Shares on the principal securities exchange on which the Subordinate Voting Shares are traded, ending on thelast trading day immediately prior to the applicable date of redemption or exchange); provided that MM CAN may assign to Issuer its rights and rights and obligations to effect a redemption or exchange directly with the redeeming holder. ( 7 )Shares redeemed pursuant to terms specified in the articles of incorporation of MM CAN. See also footnote 6.

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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