Sec Form 4 Filing - Gotham Green Partners LLC @ MedMen Enterprises, Inc.

Insider filing report for Changes in Beneficial Ownership

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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

Gotham Green Partners LLC

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)

1437 4TH STREET

3. Date of Earliest Transaction (MM/DD/YY)
01/11/2021

(Street)

SANTA MONICA, CA90401

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Convertible Note ^{( 1 )}	$ 2.55	01/11/2021		H^{( 2 )}			6,022	04/23/2019	04/23/2022	Class B Subordinate Voting Shares	6,022	^{( 3 )}	0	I ^{( 4 )}	By Gotham Green Fund I LP. ^{( 5 )}
Convertible Note ^{( 6 )}	$ 2.55	01/11/2021		H^{( 2 )}			4,636	05/22/2019	04/23/2022	Class B Subordinate Voting Shares	4,636	^{( 3 )}	0	I	By Gotham Green Fund I LP. ^{( 5 )}
Convertible Note ^{( 6 )}	$ 2.17	01/11/2021		H^{( 2 )}			3,082	07/12/2019	04/23/2022	Class B Subordinate Voting Shares	3,082	^{( 3 )}	0	I	By Gotham Green Fund I LP. ^{( 5 )}
Convertible Note ^{( 6 )}	$ 1.28	01/11/2021		H^{( 2 )}			3,819	10/29/2019	04/23/2022	Class B Subordinate Voting Shares	3,819	^{( 3 )}	0	I	By Gotham Green Fund I LP. ^{( 5 )}
Convertible Note ^{( 6 )}	$ 0.17	01/11/2021		J^{( 7 )}		211,929		^{( 8 )}	04/23/2022	Class B Subordinate Voting Shares	211,929	^{( 3 )}	211,929	I	By Gotham Green Fund I LP. ^{( 5 )}
Convertible Note ^{( 6 )}	$ 0.17	01/11/2021		J^{( 9 )}		103,891		07/02/2021	04/23/2022	Class B Subordinate Voting Shares	103,891	^{( 3 )}	103,891	I	By Gotham Green Fund I LP. ^{( 5 )}
Convertible Note ^{( 6 )}	$ 0.34	01/11/2021		H^{( 10 )}			385,943	06/30/2020	04/23/2022	Class B Subordinate Voting Shares	385,943	^{( 3 )}	785,455	I	By Gotham Green Fund 1(Q) LP. ^{( 5 )}
Convertible Note ^{( 6 )}	$ 0.34	01/11/2021		J^{( 11 )}		385,943		07/02/2021	04/23/2022	Class B Subordinate Voting Shares	385,943	^{( 3 )}	385,943	I	By Gotham Green Fund 1(Q) LP. ^{( 5 )}
Convertible Note ^{( 6 )}	$ 0.26	01/11/2021		H^{( 12 )}			363,784	03/27/2020	04/23/2022	Class B Subordinate Voting Shares	363,784	^{( 3 )}	0	I	By Gotham Green Fund 1(Q) LP. ^{( 5 )}
Convertible Note ^{( 6 )}	$ 0.1529	01/11/2021		J^{( 13 )}		575,577		03/27/2020	04/23/2022	Class B Subordinate Voting Shares	575,577	^{( 3 )}	575,577	I	By Gotham Green Fund 1(Q) LP. ^{( 5 )}
Convertible Note ^{( 6 )}	$ 0.1529	01/11/2021		J^{( 14 )}		281,926		07/02/2021	04/22/2023	Class B Subordinate Voting Shares	281,926	^{( 3 )}	281,926	I	By Gotham Green Fund 1(Q) LP. ^{( 5 )}
Convertible Note ^{( 6 )}	$ 0.26	01/11/2021		H^{( 12 )}			53,542	04/24/2020	04/23/2022	Class B Subordinate Voting Shares	53,542	^{( 3 )}	0	I	By Gotham Green Fund 1(Q) LP. ^{( 5 )}
Convertible Note ^{( 6 )}	$ 0.1529	01/11/2021		J^{( 13 )}		83,971		04/24/2020	04/23/2022	Class B Subordinate Voting Shares	83,971	^{( 3 )}	83,971	I	By Gotham Green Fund 1(Q) LP. ^{( 5 )}
Convertible Note ^{( 6 )}	$ 0.1529	01/11/2021		J^{( 14 )}		41,260		07/02/2021	04/23/2022	Class B Subordinate Voting Shares	41,260	^{( 3 )}	41,260	I	By Gotham Green Fund 1(Q) LP. ^{( 5 )}
Convertible Note ^{( 6 )}	$ 0.2845	01/11/2021		H^{( 10 )}			428,869	09/14/2021	04/23/2022	Class B Subordinate Voting Shares	428,869	^{( 3 )}	0	I	By Gotham Green Fund 1(Q) LP. ^{( 5 )}
Convertible Note ^{( 6 )}	$ 0.2845	01/11/2021		J^{( 11 )}		428,869		07/02/2021	04/23/2022	Class B Subordinate Voting Shares	428,869	^{( 3 )}	428,869	I	By Gotham Green Fund 1(Q) LP. ^{( 5 )}
Convertible Note ^{( 6 )}	$ 0.26	01/11/2021		H^{( 12 )}			8,233,536	09/14/2021	04/23/2022	Class B Subordinate Voting Shares	8,233,536	^{( 3 )}	0	I	By Gotham Green Fund 1(Q) LP. ^{( 5 )}
Convertible Note ^{( 6 )}	$ 0.1529	01/11/2021		J^{( 14 )}		13,521,985		07/02/2021	04/23/2022	Class B Subordinate Voting Shares	13,521,985	^{( 3 )}	13,521,985	I	By Gotham Green Fund 1(Q) LP. ^{( 5 )}
Convertible Note ^{( 6 )}	$ 0.34	01/11/2021		H^{( 10 )}			16,720,503	09/14/2021	04/23/2022	Class B Subordinate Voting Shares	16,720,503	^{( 3 )}	0	I	By Gotham Green Fund 1(Q) LP. ^{( 5 )}
Convertible Note ^{( 6 )}	$ 0.34	01/11/2021		J^{( 11 )}		15,974,070		07/02/2021	04/23/2022	Class B Subordinate Voting Shares	15,974,070	^{( 3 )}	15,974,070	I	By Gotham Green Fund 1(Q) LP. ^{( 5 )}
Convertible Note ^{( 6 )}	$ 0.2	01/11/2021		H^{( 12 )}			2,733,159	09/14/2021	04/23/2022	Class B Subordinate Voting Shares	2,733,159	^{( 3 )}	0	I	By Gotham Green Fund 1(Q) LP. ^{( 5 )}
Convertible Note ^{( 6 )}	$ 0.1529	01/11/2021		J^{( 14 )}		3,415,495		07/02/2021	04/23/2022	Class B Subordinate Voting Shares	3,415,495	^{( 3 )}	3,415,495	I	By Gotham Green Fund 1(Q) LP. ^{( 5 )}
Convertible Note ^{( 6 )}	$ 2.55	01/11/2021		H^{( 2 )}			841,858	09/14/2021	04/23/2022	Class B Subordinate Voting Shares	841,858	^{( 3 )}	0	I	By Gotham Green Fund 1(Q) LP. ^{( 5 )}

**Reporting Owners**
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Gotham Green Partners LLC 1437 4TH STREET SANTA MONICA, CA90401		X

**Signatures**
/s/ Jason Adler, Managing Member		02/12/2021
Signature of Reporting Person		Date

Explanation of Responses:

( 1 )As disclosed in a Current Report on Form 8-K filed by MedMen Enterprises Inc. (the "Issuer") on January 15, 2021, pursuant to a Third Amended and Restated Securities Purchase Agreement dated January 11, 2021 (the "Amended Facility"), the Reporting Person and its affiliates were issued additional Convertible Notes in an aggregate principal amount of $10.0 million with a conversion price of $0.1608 per share and an aggregate of 62,174,567 share purchase warrants with an exercise price of $0.1608 per share. Furthermore, the conversion prices and exercisability dates of certain Convertible Notes were amended, conversion prices of certain Convertible Notes were adjusted pursuant to existing down round adjustment provisions, and portions of certain warrants were cancelled.
( 2 )Pursuant to the Amended Facility, the conversion price and exercisable date of all or a portion, as applicable, of this Convertible Note were amended, which may be deemed a cancellation of the Convertible Note and an issuance of a new Convertible Note for the purpose of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16").
( 3 )Not applicable.
( 4 )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, LP and Gotham Green Fund 1 (Q) LP. Gotham Green GP 2 LLC is the general partner to Gotham Green Fund II LP and Gotham Green Fund II (Q) LP. 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.
( 5 )See footnote 4.
( 6 )See footnote 1.
( 7 )This Convertible Note may be deemed issued for purpose of Section 16 pursuant to the Amended Facility upon amendment of the conversion price of the original Convertible Note. See also footnote 1. Shares reported reflect amount as of January 11, 2021, plus amendment to the conversion price.
( 8 )This Convertible Note is currently convertible.
( 9 )This Convertible Note may be deemed issued for purpose of Section 16 pursuant to the Amended Facility upon amendment of the conversion price and exercisable date of the original Convertible Note. See also footnote 1. Shares reported reflect amount as of January 11, 2021, plus amendment to the conversion price.
( 10 )Pursuant to the Amended Facility, the exercisable date of all or a portion, as applicable, of this Convertible Note was amended, which may be deemed a cancellation of the Convertible Note and an issuance of a new Convertible Note for the purpose of Section 16. If applicable, Column 9 reports remaining shares and reflects share amounts as of January 11, 2021.
( 11 )This Convertible Note may be deemed issued for purpose of Section 16 pursuant to the Amended Facility upon amendment of the exercisable date of all or a portion, as applicable, of the original Convertible Note. See also footnote 1. Shares reported reflect amount as of January 11, 2021.
( 12 )Pursuant to the Amended Facility, the exercisable date of all or a portion, as applicable, of this Convertible Note was amended, which may be deemed a cancellation of the Convertible Note and an issuance of a new Convertible Note for the purpose of Section 16. The conversion price of this Convertible Note was also adjusted pursuant to existing down round adjustment provisions.
( 13 )Only the conversion price of the original Convertible Note was adjusted pursuant to existing down adjustment round provisions. All other terms remain the same. See also footnote 1. Shares reported reflect amount as of January 11, 2021, plus adjustment to the conversion price.
( 14 )This Convertible Note may be deemed issued for purpose of Section 16 pursuant to the Amended Facility upon amendment of the exercisable date of all or a portion, as applicable, of the original Convertible Note. The conversion price of this Convertible Note was also adjusted pursuant to existing down round adjustment provisions. See also footnote 1. Shares reported reflect amount as of January 11, 2021, plus adjustment to the conversion price.

Remarks:
This is one of nine Form 4s filed on February 12, 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).

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.

Sec Form 4 Filing - Gotham Green Partners LLC @ MedMen Enterprises, Inc. - 2021-01-11