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)
August 17, 2021
(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 |
| 1 | NAMES OF REPORTING PERSONS
Jacques Serruya |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐ |
| 3 | SEC USE ONLY
|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Canada |
Number of Shares Beneficially Owned By Each Reporting Person With | 5 | SOLE VOTING POWER 0 |
| 6 | SHARED VOTING POWER 122,689,771 shares (1) | |
| 7 | SOLE DISPOSITIVE POWER 0 shares | |
| 8 | SHARED DISPOSITIVE POWER 122,689,771 shares (1) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 122,689,771 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 7.2% (2) |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN |
| (1) | Includes (a) 17,273,371 Shares of Class B Subordinate Voting Shares (the “Shares”), (b) 4,318,343 Shares issuable upon exercise of warrants, (c) a Short-Term Subscription Right assuming the issuance of 20,833,333 Units at an exercise price of $0.24 per Unit (with each Unit consisting of one Share and 1/4 share purchase warrant; a whole warrant exercise price of $0.288 per Share), and (d) 64,267,643 Shares issuable upon conversion of the outstanding principal and accrued interest of Convertible Notes as of August 17, 2021 and 10,788,748 Shares issuable upon exercise of warrants; representing the Reporting Person’s proportionate interest in the securities of the Issuer held by SuperHero Acquisition L.P., of which JS18 Holdings Limited Liability Company owns an interest. |
| (2) | Calculated based on 1,191,614,945 Shares outstanding as of August 20, 2021. |
2 of 9
| CUSIP No. 58507M107 | 13G |
| 1 | NAMES OF REPORTING PERSONS
Jackpot Inc. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐ |
| 3 | SEC USE ONLY
|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Ontario |
Number of Shares Beneficially Owned By Each Reporting Person With | 5 | SOLE VOTING POWER 0 |
| 6 | SHARED VOTING POWER 122,689,771 shares (1) | |
| 7 | SOLE DISPOSITIVE POWER 0 shares | |
| 8 | SHARED DISPOSITIVE POWER 122,689,771 shares (1) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 122,689,771 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 7.2% (2) |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO |
| (1) | Includes (a) 17,273,371 Shares of Class B Subordinate Voting Shares (the “Shares”), (b) 4,318,343 Shares issuable upon exercise of warrants, (c) a Short-Term Subscription Right assuming the issuance of 20,833,333 Units at an exercise price of $0.24 per Unit (with each Unit consisting of one Share and 1/4 share purchase warrant; a whole warrant exercise price of $0.288 per Share), and (d) 64,267,643 Shares issuable upon conversion of the outstanding principal and accrued interest of Convertible Notes as of August 17, 2021 and 10,788,748 Shares issuable upon exercise of warrants; representing the Reporting Person’s proportionate interest in the securities of the Issuer held by SuperHero Acquisition L.P., of which JS18Holdings Limited Liability Company owns an interest. |
| (2) | Calculated based on 1,191,614,945 Shares outstanding as of August 20, 2021. |
3 of 9
| CUSIP No. 58507M107 | 13G |
| 1 | NAMES OF REPORTING PERSONS
JS18 Holdings Limited Liability Company |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐ |
| 3 | SEC USE ONLY
|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
Number of Shares Beneficially Owned By Each Reporting Person With | 5 | SOLE VOTING POWER 0 |
| 6 | SHARED VOTING POWER 122,689,771 shares (1) | |
| 7 | SOLE DISPOSITIVE POWER 0 shares | |
| 8 | SHARED DISPOSITIVE POWER 122,689,771 shares (1) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 122,689,771 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 7.2% (2) |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO |
| (1) | Includes (a) 17,273,371 Shares of Class B Subordinate Voting Shares (the “Shares”), (b) 4,318,343 Shares issuable upon exercise of warrants, (c) a Short-Term Subscription Right assuming the issuance of 20,833,333 Units at an exercise price of $0.24 per Unit (with each Unit consisting of one Share and 1/4 share purchase warrant; a whole warrant exercise price of $0.288 per Share), and (d) 64,267,643 Shares issuable upon conversion of the outstanding principal and accrued interest of Convertible Notes as of August 17, 2021 and 10,788,748 Shares issuable upon exercise of warrants; representing the Reporting Person’s proportionate interest in the securities of the Issuer held by SuperHero Acquisition L.P., of which JS18 Holdings Limited Liability Company owns an interest. |
| (2) | Calculated based on 1,191,614,945 Shares outstanding as of August 20, 2021. |
4 of 9
| 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: |
Jacques Serruya
Jackpot Inc.
JS18 Holdings Limited Liability Company
| (b) | Address of Principal Business Office or, if none, Residence: |
210 Shields Court, Markham, ON L3R 8V2
| (c) | Citizenship: |
See Item 4 of the cover pages for citizenship or place of organization of each Reporting Person.
| (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). |
5 of 9
If filing as a non-U.S. institution in accordance with § 240.13d-l(b)(l)(ii)(J), please specify the type of institution:
| Item 4. | Ownership. |
Jacques Serruya is the sole owner of Jackpot Inc. of which JS18 Holdings Limited Liability Company is a wholly-owned subsidiary.
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 as set forth below:
| (a) | Amount beneficially owned:
See Row 9 of cover page for each Reporting Person. | |||
| (b) | Percent of class:
See Row 11 of cover page for each Reporting Person. | |||
| (c) | Number of shares as to which the person has:
See Row 9 of cover page for each Reporting Person. | |||
| (i) | Sole power to vote or to direct the vote
See Row 5 of cover page for each Reporting Person. | |||
| (ii) | Shared power to vote or to direct the vote
See Row 6 of cover page for each Reporting Person. | |||
| (iii) | Sole power to dispose or to direct the disposition of
See Row 7 of cover page for each Reporting Person. | |||
| (iv) | Shared power to dispose or to direct the disposition of
See Row 8 of cover page for each Reporting Person. | |||
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.
6 of 9
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Persons. |
See Item 4 above.
| 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.
7 of 9
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: August 27, 2021
| JACQUES SERRUYA | ||
| /s/ Jacques Serruya | ||
| JACKPOT inc. | ||
| By: | /s/ Jacques Serruya | |
| Name: | Jacques Serruya | |
| Title: | A.S.O. | |
| JS18 HOLDINGS LIMITED LIABILITY COMPANY | ||
| By: | /s/ Jacques Serruya | |
| Name: | Jacques Serruya | |
| Title: | A.S.O. | |
| Attention: | Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001) |
8 of 9
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.
August 27, 2021
| JACQUES SERRUYA | ||
| /s/ Jacques Serruya | ||
| JACKPOT inc. | ||
| By: | /s/ Jacques Serruya | |
| Name: | Jacques Serruya | |
| Title: | A.S.O. | |
| JS18 HOLDINGS LIMITED LIABILITY COMPANY | ||
| By: | /s/ Jacques Serruya | |
| Name: | Jacques Serruya | |
| Title: | A.S.O. | |
9 of 9
