Sec Form 4 Filing - Gotham Green Partners LLC @ MedMen Enterprises, Inc. - 2022-03-04

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, SUITE 200
3. Date of Earliest Transaction (MM/DD/YY)
03/04/2022
(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Top-Up Warrant $ 0.1615 03/04/2022 J( 1 ) 31,355 03/04/2022 ( 2 ) Class B Subordinate Voting Shares 31,355 $ 0 31,355 I By Gotham Green Fund 1 HoldCo, LLC( 3 )( 4 )
Top-Up Warrant $ 0.1615 03/04/2022 J( 1 ) 125,439 03/04/2022 ( 2 ) Class B Subordinate Voting Shares 125,439 $ 0 125,439 I By Gotham Green Fund 1 (Q) HoldCo, LLC( 3 )( 4 )
Top-Up Warrant $ 0.1615 03/04/2022 J( 1 ) 57,859 03/04/2022 ( 2 ) Class B Subordinate Voting Shares 57,859 $ 0 57,859 I By Gotham Green Fund II HoldCo, LLC( 3 )( 4 )
Top-Up Warrant $ 0.1615 03/04/2022 J( 1 ) 336,757 03/04/2022 ( 2 ) Class B Subordinate Voting Shares 336,757 $ 0 336,757 I By Gotham Green Fund II (Q) HoldCo, LLC( 3 )( 4 )
Top-Up Warrant $ 0.1615 03/04/2022 J( 1 ) 565,890 03/04/2022 ( 2 ) Class B Subordinate Voting Shares 565,890 $ 0 565,890 I By Gotham Green Partners SPV IV HoldCo, LLC( 3 )( 4 )
Top-Up Warrant $ 0.1615 03/04/2022 J( 1 ) 354,827 03/04/2022 ( 2 ) Class B Subordinate Voting Shares 354,827 $ 0 354,827 I By Gotham Green Partners SPV VI HoldCo, LLC( 3 )( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Gotham Green Partners LLC
1437 4TH STREET
SUITE 200
SANTA MONICA, CA90401
X
Signatures
/s/ Jason Adler, Managing Member 03/08/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Top-Up Warrants exercisable for Class B Subordinate Voting Shares ("Shares") were issued by MedMen Enterprises Inc. ("MedMen") pursuant to the terms of the Fourth Amended and Restated Securities Purchase Agreement dated August 17, 2021 (the "Convertible Facility") in connection with the issuance of Shares by MedMen as part of the Sixth Modification to its Senior Secured Commercial Loan Agreement, which automatically triggered the right of holders of convertible notes issued under the Convertible Facility to be issued on an involuntary basis five-year warrants in order to maintain their pro rata ownership interest (on a partially diluted basis) in Shares.
( 2 )The Top-Up Warrants expire on the earlier of the date that is (i) February 2, 2027, and (ii) the date that is the later of (A) 90 days after the Triggering Event (as defined in the Convertible Facility), or (B) if later than the date determined pursuant to the immediately preceding clause (A), 90 days after the issuance of all Shares issued pursuant to the Top-Up Warrant Triggering Event (as defined therein).
( 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. The Filer disclaims beneficial ownership of these securities except to the extent of the Filer's pecuniary interest therein.
( 4 )Amounts reported are held indirectly by the following 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).

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