Sec Form 3 Filing - PURA VIDA INVESTMENTS, LLC @ MedMen Enterprises, Inc. - 2020-10-23

Insider filing report for Changes in Beneficial Ownership
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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
PURA VIDA INVESTMENTS, 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)
512 W 22ND STREET, 7TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
10/23/2020
(Street)
NEW YORK, NY10011
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
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
Senior Secured Convertible Note $ 2.55 ( 1 ) 04/23/2022 Class B Subordinate Voting Shares 1,168,132( 2 ) I Pura Vida Master Fund, LTD.( 3 )( 4 )
Senior Secured Convertible Note $ 2.17 ( 1 ) 04/23/2022 Class B Subordinate Voting Shares 339,079( 2 ) I Pura Vida Master Fund, LTD.( 3 )( 4 )
Senior Secured Convertible Note $ 1.28 ( 1 ) 04/23/2022 Class B Subordinate Voting Shares 420,217( 2 ) I Pura Vida Master Fund, LTD.( 3 )( 4 )
Senior Secured Convertible Note $ 0.778 ( 1 ) 04/23/2022 Class B Subordinate Voting Shares 366,218( 2 ) I Pura Vida Master Fund, LTD.( 3 )( 4 )
Senior Secured Convertible Note $ 0.26 ( 1 ) 04/23/2022 Class B Subordinate Voting Shares 20,160,339( 2 ) I Pura Vida Master Fund, LTD.( 3 )( 4 )
Senior Secured Convertible Note $ 0.34 ( 1 ) 04/23/2022 Class B Subordinate Voting Shares 24,783,779( 2 ) I Pura Vida Master Fund, LTD.( 3 )( 4 )
Senior Secured Convertible Note $ 0.2 ( 1 ) 04/23/2022 Class B Subordinate Voting Shares 4,051,194( 2 ) I Pura Vida Master Fund, LTD.( 3 )( 4 )
Senior Secured Convertible Note $ 0.2845 ( 1 ) 04/23/2022 Class B Subordinate Voting Shares 697,189( 2 ) I Pura Vida Master Fund, LTD.( 3 )( 4 )
Senior Secured Convertible Note $ 2.55 ( 1 ) 04/23/2022 Class B Subordinate Voting Shares 368,883( 2 ) I Pura Vida Pro Special Oppportunity Master Fund, LTD.( 3 )( 4 )
Senior Secured Convertible Note $ 2.17 ( 1 ) 04/23/2022 Class B Subordinate Voting Shares 107,077( 2 ) I Pura Vida Pro Special Oppportunity Master Fund, LTD.( 3 )( 4 )
Senior Secured Convertible Note $ 1.28 ( 1 ) 04/23/2022 Class B Subordinate Voting Shares 132,700( 2 ) I Pura Vida Pro Special Oppportunity Master Fund, LTD.( 3 )( 4 )
Senior Secured Convertible Note $ 0.778 ( 1 ) 04/23/2022 Class B Subordinate Voting Shares 115,647( 2 ) I Pura Vida Pro Special Oppportunity Master Fund, LTD.( 3 )( 4 )
Senior Secured Convertible Note $ 0.26 ( 1 ) 04/23/2022 Class B Subordinate Voting Shares 6,366,423( 2 ) I Pura Vida Pro Special Oppportunity Master Fund, LTD.( 3 )( 4 )
Senior Secured Convertible Note $ 0.34 ( 1 ) 04/23/2022 Class B Subordinate Voting Shares 7,826,456( 2 ) I Pura Vida Pro Special Oppportunity Master Fund, LTD.( 3 )( 4 )
Senior Secured Convertible Note $ 0.2 ( 1 ) 04/23/2022 Class B Subordinate Voting Shares 1,279,324( 2 ) I Pura Vida Pro Special Oppportunity Master Fund, LTD.( 3 )( 4 )
Senior Secured Convertible Note $ 0.2845 ( 1 ) 04/23/2022 Class B Subordinate Voting Shares 220,165( 2 ) I Pura Vida Pro Special Oppportunity Master Fund, LTD.( 3 )( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
PURA VIDA INVESTMENTS, LLC
512 W 22ND STREET
7TH FLOOR
NEW YORK, NY10011
X
Pura Vida Master Fund, LTD
C/O WALKERS CORPORATE LIMITED
190 ELGIN AVENUE
GEORGE TOWN, GRAND CAYMAN, E9KY1-9008
X
Kamen Efrem
C/O PURA VIDA INVESTMENTS, LLC
512 W 22ND STREET, 7TH FLOOR
NEW YORK, NY10011
X
Signatures
/s/ Efrem Kamen 04/29/2022
Signature of Reporting Person Date
/s/ Efrem Kamen 04/29/2022
Signature of Reporting Person Date
/s/ Efrem Kamen 04/29/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Currently exercisable. This Form 3 is reporting securities held as of the reporting date of October 23, 2020, and includes securities that may have subsequently expired or terminated or been transferred.
( 2 )Represents the number of Class B Subordinate Voting Shares (the "Shares") issuable upon conversion of the outstanding principal amount of the Senior Secured Convertible Note (the "Note"). The ultimate number of Shares issuable upon conversion may vary based on the accrued interest payable on the Note at the time of conversion.
( 3 )The reporting persons (the "Reporting Persons") are Pura Vida Investments, LLC ("PVI"), Pura Vida Master Fund, LTD ("PV Master Fund"), and Efrem Kamen. PVI serves as the investment manager to the PV Master Fund. Pura Vida Pro, LLC ("PVP") serves as the investment manager to Pura Vida Pro Special Opportunity Master Fund, LTD. PVP is a relying adviser of PVI. Efrem Kamen serves as the managing member of both PVI and PVP.
( 4 )This report shall not be deemed an admission that PVI and Efrem Kamen are beneficial owners of the securities for purposes of Sections 13 and 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of PVI and Efrem Kamen disclaims beneficial ownership of the Securities reported herein except to the extent of the Reporting Person's pecuniary interest, if any, therein.

Remarks:
This is number one of two Form 3s filed on April 29, 2022 to report the beneficial ownership of the Reporting Persons.

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).
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