Sec Form 3 Filing - Serruya Michael @ 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 Serruya Michael 2. Issuer Name and Ticker or Trading Symbol MedMen Enterprises, Inc. [ MMNFF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 10115 JEFFERSON BOULEVARD 3. Date of Earliest Transaction (MM/DD/YY) 08/17/2021 (Street) CULVER CITY, CA90232 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 Class B Subordinate Voting Shares 17,273,371 I By S5 Holdings LLC

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 Warrants $ 0.288 08/17/2021 08/17/2026 Class B Voting Subordinate Voting Shares 4,318,343 I By S5 Holdings LLC Short-Term Subscription Right ( 1 ) 08/17/2021 12/31/2021 Class B Voting Subordinate Voting Shares ( 1 ) ( 1 ) I By S5 Holdings LLC 6% Senior Secured Convertible Notes ( 2 ) 08/17/2021 08/17/2028 Class B Voting Subordinate Voting Shares 64,267,643 I By S5 Holdings LLC ( 3 ) Warrants ( 5 ) 08/17/2021 ( 4 ) Class B Voting Subordinate Voting Shares 10,788,748 I By S5 Holdings LLC ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Serruya Michael 10115 JEFFERSON BOULEVARD CULVER CITY, CA90232 X Signatures /s/ Michael Serruya 08/27/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Short-Term Subscription Right entitles holder to acquire (a) an aggregate of 20,833,333 Units at an exercise price of $0.24 per Unit (with each Unit consisting of one Class B Subordinate Voting Share (the "Shares"), and 1/4 share purchase warrant; whole warrant exercise price is $0.288 per Share), or (b) $5 million principal amount of notes at par, convertible into 21, 209,162 Shares at a weighted average conversion price of $0.2357 per Share. ( 2 )Convertible Notes have a weighted average conversion price of $0.2357 per Share. ( 3 )Securities reported represent the proportionate amount attributed to S5 Holdings LLC, which holds an investment interest in SuperHero Acquisition L.P. (the "LP"), which directly holds such securities. S5 Holdings LLC is solely owned by the Reporting Person. ( 4 )Warrants have expiration dates ranging from April 23, 2022 to January 11, 2026. ( 5 )Warrants have a weighted average exercise price of $0.3712 per Share.

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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