Serenity Investments SC 13G MedMen Enterprises / Serenity Investments ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Act of 1934

(Amendment No. )*

MEDMEN ENTERPRISES INC.

(Name of Issuer)

CLASS B SUBORDINATE VOTING SHARES

(Title of Class of Securities)

58507M107

(CUSIP Number)

December 31, 2020

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐

Rule 13d-1(b)

☐

Rule 13d-1(c)

☒

Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 58507M107

13G

NAMES OF REPORTING PERSONS

Serenity Investments, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) ☐

(b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Alaska

Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With

SOLE VOTING POWER

SHARED VOTING POWER

31,338,655 shares (1)

SOLE DISPOSITIVE POWER

0 shares

SHARED DISPOSITIVE POWER

31,338,655 shares (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 31,338,655 shares (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) Not applicable. ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.8% (2)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

(1)

Includes 27,521,254 Class B Common Shares of MM CAN USA Inc., a California corporation (“MM CAN”), which upon redemption or exchange, MM CAN may assign to the Issuer its rights and obligations to effect such redemption or exchange and Class B Subordinate Voting Shares (“Shares”) of the Issuer may be issued.

(2)

Calculated based on 512,315,834 Shares outstanding as of December 31, 2020, according to the Issuer’s Registration Statement on Form 10 filed with the SEC on January 15, 2021.

Page 2 of 7

CUSIP No. 58507M107

13G

NAMES OF REPORTING PERSONS

Stephen G. Schuler

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) ☐

(b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With

SOLE VOTING POWER

SHARED VOTING POWER

31,338,655 shares (1)

SOLE DISPOSITIVE POWER

0 shares

SHARED DISPOSITIVE POWER

31,338,655 shares (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 31,338,655 shares (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) Not applicable. ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.8% (2)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) HC, IN

(1)

(2)

Calculated based on 512,315,834 Shares outstanding as of December 31, 2020, according to the Issuer’s Registration Statement on Form 10 filed with the SEC on January 15, 2021.

Page 3 of 7

CUSIP No. 58507M107

13G

NAMES OF REPORTING PERSONS

Mary Jo Schuler

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) ☐

(b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Illinois

Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With

SOLE VOTING POWER

SHARED VOTING POWER

31,338,655 shares (1)

SOLE DISPOSITIVE POWER

0 shares

SHARED DISPOSITIVE POWER

31,338,655 shares (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 31,338,655 shares (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) Not applicable. ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.8% (2)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) HC, IN

(1)

(2)

Calculated based on 512,315,834 Shares outstanding as of December 31, 2020, according to the Issuer’s Registration Statement on Form 10 filed with the SEC on January 15, 2021.

Page 4 of 7

Item 1.

(a)

Name of Issuer:

MedMen Enterprises Inc.

(b)

Address of Issuer's Principal Executive Offices:

10115 Jefferson Boulevard

Culver City, CA 90232

Item 2.

(a)

Name of Persons Filing:

Serenity Investments, LLC (“Serenity”)

Stephen G. Schuler

Mary Jo Schuler

(b)

Address of Principal Business Office or, if none, Residence:

1010 Lake Street, #200

Oak Park, IL 60301

(c)

Citizenship:

Serenity: Alaska

Stephen G. Schuler : United States

Mary Jo Schuler: United States

(d)

Title of Class of Securities:

Class B Subordinate Voting Shares, without par value

(e)

CUSIP Number:

58507M107

Item 3.

If this statement is filed pursuant to §§240.13d-l(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)	☐	Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
(b)	☐	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	☐	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	☐	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
(e)	☐	An investment adviser in accordance with § 240.13d-l(b)(l)(ii)(E);
(f)	☐	An employee benefit plan or endowment fund in accordance with § 240.13d-l(b)(l)(ii)(F);
(g)	☐	A parent holding company or control person in accordance with § 240.13d-l(b)(l)(ii)(G);
(h)	☐	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	☐	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
(j)	☐	A non-U.S. institution in accordance with § 240.13d-l(b)(l)(ii)(J);
(k)	☐	Group, in accordance with § 240.13d-l(b)(l)(ii)(K).

If filing as a non-U.S. institution in accordance with § 240.13d-l(b)(l)(ii)(J), please specify the type of institution:

Page 5 of 7

Item 4.

Ownership.

Serenity Investments, LLC (“Serenity”), of which Stephen G. Schuler and Mary Jo Schuler separately hold all of the membership interests that together represent all of the outstanding equity of Serenity, directly beneficially owns an aggregate of 31,338,655 Class B Subordinate Voting Shares (“Shares”), which consists of (a) 3,817,401 Shares and (b) 27,521,254 Class B Common Shares of MM CAN USA Inc, and which total represents 5.8% of the outstanding Shares based on 512,315,834 Shares outstanding as of December 31, 2020, according to the Issuer’s Registration Statement on Form 10 filed with the SEC on January 15, 2021. The Reporting Persons share voting and dispositive power over such shares. Each of Stephen G. Schuler and Mary Jo Schuler disclaims beneficial ownership of these securities except to the extent of his or her pecuniary interest therein. Neither the filing of this Statement nor any of its contents shall be deemed to constitute an admission by such Reporting Person that he or she is the beneficial owner of any of such securities for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose.

The information set forth in Rows 5 through 11 on the cover page for each Reporting Person is hereby incorporated by reference into this Item 4.

The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 1, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.

Item 5.

Ownership of Five Percent or Less of a Class: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Persons.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certification.

Not applicable.

Page 6 of 7

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

Dated: February 9, 2021

	SERENITY INVESTMENTS, LLC

	By: Final Finish, Inc., Manager

	By:	/s/ Stephen G. Schuler
	Name:	Stephen G. Schuler
	Title:	President

	/s/ Stephen G. Schuler
	Stephen G. Schuler

	/s/ Mary Jo Schuler
	Mary Jo Schuler

Attention:

Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

Page 7 of 7

Exhibit 1

JOINT FILING AGREEMENT

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

February 9, 2021

	SERENITY INVESTMENTS, LLC

	By: Final Finish, Inc., Manager

	By:	/s/ Stephen G. Schuler
	Name:	Stephen G. Schuler
	Title:	President

	/s/ Stephen G. Schuler
	Stephen G. Schuler

	/s/ Mary Jo Schuler
	Mary Jo Schuler

Serenity Investments SC 13GMedMen Enterprises / Serenity Investments ownership change