Sec Form 4/A Filing - Gotham Green Partners LLC @ MedMen Enterprises, Inc. - 2021-08-17

FORM 4/A 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) 08/17/2021 (Street) SANTA MONICA, CA90401 4. If Amendment, Date Original Filed (MM/DD/YY) 08/19/2021 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 08/18/2021 S( 1 ) 2,685,240 D 0 I ( 3 ) See footnote 3.

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 Convertible Note ( 4 ) $ 0.1529 08/17/2021 J( 5 ) 08/17/2021 08/17/2028 Class B Subordinate Voting Shares 258,113,285 ( 6 ) $ 13,155,173.75 I ( 7 ) See footnote 7. Convertible Note $ 0.1608 08/17/2021 J( 5 ) 08/17/2021 08/17/2028 Class B Subordinate Voting Shares 53,383,489 ( 6 ) $ 2,862,021.78 I ( 7 ) See footnote 7. Convertible Note ( 4 ) $ 0.17 08/17/2021 J( 5 ) 08/17/2021 08/17/2028 Class B Subordinate Voting Shares 190,279,668 ( 6 ) $ 10,782,514.52 I ( 7 ) See footnote 7. Convertible Note ( 4 ) $ 0.2845 08/17/2021 J( 5 ) 08/17/2021 08/17/2028 Class B Subordinate Voting Shares 4,624,967 ( 6 ) $ 438,600.99 I ( 7 ) See footnote 7. Convertible Note ( 4 ) $ 0.34 08/17/2021 J( 5 ) 08/17/2021 08/17/2028 Class B Subordinate Voting Shares 176,688,263 ( 6 ) $ 20,024,669.82 I ( 7 ) See footnote 7. Warrant $ 4.29 08/17/2021 J( 5 ) 265,152 08/17/2021 04/23/2022 Class B Subordinate Voting Shares 265,152 ( 6 ) 142,775 I ( 7 ) See footnote 7. Warrant $ 3.718 08/17/2021 J( 5 ) 917,832 08/17/2021 04/23/2022 Class B Subordinate Voting Shares 917,832 ( 6 ) 494,218 I ( 7 ) See footnote 7. Warrant ( 4 ) $ 4.29 08/17/2021 J( 5 ) 894,886 08/17/2021 05/22/2022 Class B Subordinate Voting Shares 894,886 ( 6 ) 481,862 I ( 7 ) See footnote 7. Warrant ( 4 ) $ 3.718 08/17/2021 J( 5 ) 3,097,684 08/17/2021 05/22/2022 Class B Subordinate Voting Shares 3,097,684 ( 6 ) 1,667,984 I ( 7 ) See footnote 7. Warrant ( 4 ) $ 3.645 08/17/2021 J( 5 ) 341,328 08/17/2021 07/12/2022 Class B Subordinate Voting Shares 341,328 ( 6 ) 183,792 I ( 7 ) See footnote 7. Warrant ( 4 ) $ 3.159 08/17/2021 J( 5 ) 1,181,520 08/17/2021 07/12/2022 Class B Subordinate Voting Shares 1,181,520 ( 6 ) 636,204 I ( 7 ) See footnote 7. Warrant ( 4 ) $ 1.1667 08/17/2021 J( 5 ) 426,560 08/17/2021 11/27/2022 Class B Subordinate Voting Shares 426,560 ( 6 ) 229,687 I ( 7 ) See footnote 7. Warrant ( 4 ) $ 1.0111 08/17/2021 J( 5 ) 1,476,555 08/17/2021 11/27/2022 Class B Subordinate Voting Shares 1,476,555 ( 6 ) 795,068 I ( 7 ) See footnote 7. Warrant $ 0.1608 08/17/2021 J( 5 ) 40,413,468 08/17/2021 01/11/2026 Class B Subordinate Voting Shares 40,413,468 ( 6 ) 21,761,099 I ( 7 ) See footnote 7. Warrant ( 4 ) $ 0.1529 08/17/2021 J( 5 ) 42,511,445 08/17/2021 03/27/2025 Class B Subordinate Voting Shares 42,511,445 ( 6 ) 22,890,778 I ( 7 ) See footnote 7. Warrant $ 0.1529 08/17/2021 J( 5 ) 10,627,861 08/17/2021 04/24/2025 Class B Subordinate Voting Shares 10,627,861 ( 6 ) 5,722,695 I ( 7 ) See footnote 7.

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gotham Green Partners LLC 1437 4TH STREET SANTA MONICA, CA90401 X Signatures /s/ Jason Adler, Managing Member 09/01/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares sold were held indirectly by the following affiliated funds: Gotham Green Fund 1 L.P., Gotham Green Fund I (Q) L.P., Gotham Green Fund II L.P., and Gotham Green Fund II (Q) L.P. See also footnotes 3 and 7. ( 2 )The shares were sold in a private sale for total consideration of $200,000. ( 3 )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. ( 4 )On August 19, 2021, the Reporting Person filed a Form 4 which inadvertently included amounts held by other parties. This amendment reports the amounts for the Reporting Person and its affiliated funds. ( 5 )In connection with the disposition of the securities, the parties entered into a Fourth Amended and Restated Securities Purchase Agreement dated August 17, 2021, pursuant to which amended and restated Convertible Notes and Warrants were issued. ( 6 )Convertible Notes and Warrants reported on this Form 4 were sold for aggregate consideration of $45.2 million plus Tilray, Inc. agreed to issue an aggregate of 7,685,140 shares of its common stock subject to adjustment, provided that if certain stockholder approval is not obtained, the Reporting Person may elect to receive cash. ( 7 )Amounts reported are held indirectly by the following affiliated 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.

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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