Gotham Green Partners Form 4 Change in insider ownership

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Gotham Green Partners LLC

(Last)

(First)

(Middle)

1437 4TH STREET

(Street)

SANTA MONICA

90401

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
08/17/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Subordinate Voting Shares	08/18/2021		S⁽¹⁾		2,685,240	D	⁽²⁾	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Convertible Note	$0.1529	08/17/2021		J⁽⁴⁾			$50,146,071.49	08/17/2021	08/17/2028	Class B Subordinate Voting Shares	327,966,458	⁽⁵⁾	$16,715,357.16	I⁽⁶⁾	See footnote 6.
Convertible Note	$0.1608	08/17/2021		J⁽⁴⁾			$8,586,065.33	08/17/2021	08/17/2028	Class B Subordinate Voting Shares	53,383,489	⁽⁵⁾	$2,862,021.78	I⁽⁶⁾	See footnote 6.
Convertible Note	$0.17	08/17/2021		J⁽⁴⁾			$36,939,040.34	08/17/2021	08/17/2028	Class B Subordinate Voting Shares	217,288,473	⁽⁵⁾	$12,313,013.45	I⁽⁶⁾	See footnote 6.
Convertible Note	$0.2845	08/17/2021		J⁽⁴⁾			$1,526,502.93	08/17/2021	08/17/2028	Class B Subordinate Voting Shares	5,365,564	⁽⁵⁾	$508,834.31	I⁽⁶⁾	See footnote 6.
Convertible Note	$0.34	08/17/2021		J⁽⁴⁾			$68,601,074.92	08/17/2021	08/17/2028	Class B Subordinate Voting Shares	201,767,867	⁽⁵⁾	$22,867,024.97	I⁽⁶⁾	See footnote 6.
Warrant	$4.29	08/17/2021		J⁽⁴⁾			265,152	08/17/2021	04/23/2022	Class B Subordinate Voting Shares	265,152	⁽⁵⁾	142,775	I⁽⁶⁾	See footnote 6.
Warrant	$3.718	08/17/2021		J⁽⁴⁾			917,832	08/17/2021	04/23/2022	Class B Subordinate Voting Shares	917,832	⁽⁵⁾	494,218	I⁽⁶⁾	See footnote 6.
Warrant	$4.29	08/17/2021		J⁽⁴⁾			1,060,606	08/17/2021	05/22/2022	Class B Subordinate Voting Shares	1,060,606	⁽⁵⁾	571,096	I⁽⁶⁾	See footnote 6.
Warrant	$3.718	08/17/2021		J⁽⁴⁾			3,671,329	08/17/2021	05/22/2022	Class B Subordinate Voting Shares	3,671,329	⁽⁵⁾	1,976,870	I⁽⁶⁾	See footnote 6.
Warrant	$3.645	08/17/2021		J⁽⁴⁾			390,089	08/17/2021	07/12/2022	Class B Subordinate Voting Shares	390,089	⁽⁵⁾	210,048	I⁽⁶⁾	See footnote 6.
Warrant	$3.159	08/17/2021		J⁽⁴⁾			1,350,309	08/17/2021	07/12/2022	Class B Subordinate Voting Shares	1,350,309	⁽⁵⁾	727,090	I⁽⁶⁾	See footnote 6.
Warrant	$1.1667	08/17/2021		J⁽⁴⁾			487,497	08/17/2021	11/27/2022	Class B Subordinate Voting Shares	487,497	⁽⁵⁾	262,500	I⁽⁶⁾	See footnote 6.
Warrant	$1.0111	08/17/2021		J⁽⁴⁾			1,687,492	08/17/2021	11/27/2022	Class B Subordinate Voting Shares	1,687,492	⁽⁵⁾	908,648	I⁽⁶⁾	See footnote 6.
Warrant	$0.1608	08/17/2021		J⁽⁴⁾			40,413,468	08/17/2021	01/11/2026	Class B Subordinate Voting Shares	40,413,468	⁽⁵⁾	21,761,099	I⁽⁶⁾	See footnote 6.
Warrant	$0.1529	08/17/2021		J⁽⁴⁾			53,139,307	08/17/2021	03/27/2025	Class B Subordinate Voting Shares	53,139,307	⁽⁵⁾	28,613,473	I⁽⁶⁾	See footnote 6.
Warrant	$0.1529	08/17/2021		J⁽⁴⁾			10,627,861	08/17/2021	04/24/2025	Class B Subordinate Voting Shares	10,627,861	⁽⁵⁾	5,722,695	I⁽⁶⁾	See footnote 6.
Warrant	$0.1529	08/17/2021		J⁽⁴⁾			21,255,723	08/17/2021	09/14/2025	Class B Subordinate Voting Shares	21,255,723	⁽⁵⁾	11,445,389	I⁽⁶⁾	See footnote 6.

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 footnote 3.

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. 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.

5. 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.

6. 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.

Remarks:

	/s/ Jason Adler, Managing Member	08/19/2021
	** Signature of Reporting Person	Date
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Gotham Green Partners Form 4Change in insider ownership