Home/Filings/4/0001209191-21-010541
4//SEC Filing

Gotham Green Partners LLC 4

Accession 0001209191-21-010541

CIK 0001776932other

Filed

Feb 11, 7:00 PM ET

Accepted

Feb 12, 9:50 PM ET

Size

59.2 KB

Accession

0001209191-21-010541

Insider Transaction Report

Form 4
Period: 2021-01-11
Transactions
  • Expiration (Short)

    Convertible Note

    2021-01-11540,2650 total(indirect: By Gotham Green Fund II(Q) LP.)
    Exercise: $0.20From: 2020-09-14Exp: 2022-04-23Class B Subordinate Voting Shares (540,265 underlying)
  • Other

    Convertible Note

    2021-01-11+655,341655,341 total(indirect: By Gotham Green Fund II(Q) LP.)
    Exercise: $0.15From: 2020-09-14Exp: 2022-04-23Class B Subordinate Voting Shares (655,341 underlying)
  • Other

    Convertible Note

    2021-01-11+322,061322,061 total(indirect: By Gotham Green Fund II(Q) LP.)
    Exercise: $0.15From: 2021-07-02Exp: 2022-04-23Class B Subordinate Voting Shares (322,061 underlying)
  • Expiration (Short)

    Convertible Note

    2021-01-1177,1000 total(indirect: By Gotham Green Fund II(Q) LP.)
    Exercise: $2.55From: 2019-04-23Exp: 2022-04-23Class B Subordinate Voting Shares (77,100 underlying)
  • Expiration (Short)

    Convertible Note

    2021-01-1159,3470 total(indirect: By Gotham Green Fund II(Q) LP.)
    Exercise: $2.55From: 2019-05-22Exp: 2022-04-23Class B Subordinate Voting Shares (59,347 underlying)
  • Expiration (Short)

    Convertible Note

    2021-01-1139,4550 total(indirect: By Gotham Green Fund II(Q) LP.)
    Exercise: $2.17From: 2019-07-12Exp: 2022-04-23Class B Subordinate Voting Shares (39,455 underlying)
  • Expiration (Short)

    Convertible Note

    2021-01-11140,0420 total(indirect: By Gotham Green Fund II(Q) LP.)
    Exercise: $0.78From: 2019-11-27Exp: 2022-04-23Class B Subordinate Voting Shares (140,042 underlying)
  • Expiration (Short)

    Convertible Note

    2021-01-1148,8960 total(indirect: By Gotham Green Fund II(Q) LP.)
    Exercise: $1.28From: 2019-10-29Exp: 2022-04-23Class B Subordinate Voting Shares (48,896 underlying)
  • Other

    Convertible Note

    2021-01-11+3,300,7623,300,762 total(indirect: By Gotham Green Fund II(Q) LP.)
    Exercise: $0.17Exp: 2022-04-23Class B Subordinate Voting Shares (3,300,762 underlying)
  • Other

    Convertible Note

    2021-01-11+1,622,1271,622,127 total(indirect: By Gotham Green Fund II(Q) LP.)
    Exercise: $0.17From: 2021-07-02Exp: 2022-04-23Class B Subordinate Voting Shares (1,622,127 underlying)
  • Other

    Convertible Note

    2021-01-11+11,842,86511,842,865 total(indirect: By Gotham Green Fund II(Q) LP.)
    Exercise: $0.16From: 2021-01-11Exp: 2022-04-23Class B Subordinate Voting Shares (11,842,865 underlying)
  • Expiration (Short)

    Convertible Note

    2021-01-112,818,9215,736,039 total(indirect: By Gotham Green Partners IV, L.P.)
    Exercise: $0.34From: 2020-06-30Exp: 2022-04-23Class B Subordinate Voting Shares (2,818,921 underlying)
  • Other

    Convertible Note

    2021-01-11+2,818,9212,818,921 total(indirect: By Gotham Green Partners IV, L.P.)
    Exercise: $0.34From: 2021-07-02Exp: 2022-04-23Class B Subordinate Voting Shares (2,818,921 underlying)
  • Expiration (Short)

    Convertible Note

    2021-01-112,657,0730 total(indirect: By Gotham Green Partners IV, L.P.)
    Exercise: $0.26From: 2020-03-27Exp: 2022-04-23Class B Subordinate Voting Shares (2,657,073 underlying)
  • Other

    Convertible Note

    2021-01-11+4,203,2214,203,221 total(indirect: By Gotham Green Partners IV, L.P.)
    Exercise: $0.15From: 2020-03-27Exp: 2022-04-23Class B Subordinate Voting Shares (4,203,221 underlying)
  • Other

    Convertible Note

    2021-01-11+2,059,1832,059,183 total(indirect: BBy Gotham Green Partners IV, L.P.)
    Exercise: $0.15From: 2021-07-02Exp: 2022-04-23Class B Subordinate Voting Shares (2,059,183 underlying)
  • Expiration (Short)

    Convertible Note

    2021-01-11388,8800 total(indirect: By Gotham Green Partners IV, L.P.)
    Exercise: $0.26From: 2020-04-24Exp: 2022-04-23Class B Subordinate Voting Shares (388,880 underlying)
  • Other

    Convertible Note

    2021-01-11+613,226613,226 total(indirect: By Gotham Green Partners IV, L.P.)
    Exercise: $0.15From: 2020-04-24Exp: 2022-04-23Class B Subordinate Voting Shares (613,226 underlying)
  • Other

    Convertible Note

    2021-01-11+301,364301,364 total(indirect: By Gotham Green Partners IV, L.P.)
    Exercise: $0.15From: 2021-07-02Exp: 2022-04-23Class B Subordinate Voting Shares (301,364 underlying)
  • Expiration (Short)

    Convertible Note

    2021-01-113,132,4510 total(indirect: By Gotham Green Partners IV, L.P.)
    Exercise: $0.28From: 2021-09-14Exp: 2022-04-23Class B Subordinate Voting Shares (3,132,451 underlying)
  • Other

    Convertible Note

    2021-01-11+3,132,4513,132,451 total(indirect: By Gotham Green Partners IV, L.P.)
    Exercise: $0.28From: 2021-07-02Exp: 2022-04-23Class B Subordinate Voting Shares (3,132,451 underlying)
Footnotes (14)
  • [F1]As disclosed in a Current Report on Form 8-K filed by MedMen Enterprises Inc. (the "Issuer") on January 15, 2021, pursuant to a Third Amended and Restated Securities Purchase Agreement dated January 11, 2021 (the "Amended Facility"), the Reporting Person and its affiliates were issued additional Convertible Notes in an aggregate principal amount of $10.0 million with a conversion price of $0.1608 per share and an aggregate of 62,174,567 share purchase warrants with an exercise price of $0.1608 per share. Furthermore, the conversion prices and exercisability dates of certain Convertible Notes were amended, conversion prices of certain Convertible Notes were adjusted pursuant to existing down round adjustment provisions, and portions of certain warrants were cancelled.
  • [F10]This Convertible Note may be deemed issued for the purpose of Section 16 pursuant to the Amended Facility upon amendment of the conversion price of the original Convertible Note. This Convertible Note is currently convertible. See also footnote 1. Shares reported reflect amount as of January 11, 2021, plus amendment to the conversion price.
  • [F11]This Convertible Note was deemed issued pursuant to the Amended Facility upon amendment of the conversion price and exercisable date of all or a portion, as applicable, of the original Convertible Note. See also footnote 1. Shares reported reflect amount as of January 11, 2021, plus amendment to the conversion price.
  • [F12]This Convertible Note was issued pursuant to the Amended Facility. See footnote 1.
  • [F13]Pursuant to the Amended Facility, the exercisable date of all or a portion, as applicable, of this Convertible Note was amended, which may be deemed a cancellation of the Convertible Note and an issuance of a new Convertible Note for the purpose of Section 16. If applicable, Column 9 reports remaining shares and reflects share amount as of January 11, 2021.
  • [F14]This Convertible Note may be deemed issued for the purpose of Section 16 pursuant to the Amended Facility upon amendment of exercisable date of all or a portion, as applicable, of the original Convertible Note. See also footnote 1. Shares reported reflect amount as of January 11, 2021.
  • [F2]Pursuant to the Amended Facility, the exercisable date of all or a portion, as applicable, of this Convertible Note was amended, which may be deemed a cancellation of the Convertible Note and an issuance of a new Convertible Note for the purpose of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"). The conversion price of this Convertible Note was also adjusted pursuant to existing down round adjustment provisions.
  • [F3]Not applicable.
  • [F4]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, LP and Gotham Green Fund 1 (Q) LP. Gotham Green GP 2 LLC is the general partner to Gotham Green Fund II LP and Gotham Green Fund II (Q) LP. 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.
  • [F5]See footnote 4.
  • [F6]See footnote 1.
  • [F7]Only the conversion price of the original Convertible Note was adjusted pursuant to existing down adjustment round provisions. All other terms remain the same. See also footnote 1. Shares reported reflect amount as of January 11, 2021, plus adjustment to the conversion price.
  • [F8]This Convertible Note may be deemed issued for the purpose of Section 16 pursuant to the Amended Facility upon amendment of the exercisable date of all or a portion, as applicable, of the original Convertible Note. The conversion price of this Convertible Note was also adjusted pursuant to existing down round adjustment provisions. See also footnote 1. Shares reported reflect amount as of January 11, 2021, plus adjustment to the conversion price.
  • [F9]Pursuant to the Amended Facility, the conversion price and exercisable date of all or a portion, as applicable, of this Convertible Note were amended, which may be deemed a cancellation of the Convertible Note and an issuance of a new Convertible Notes for the purpose of Section 16.

Issuer

MedMen Enterprises, Inc.

CIK 0001776932

Entity typeother
IncorporatedDE

Related Parties

1
  • filerCIK 0001796617

Filing Metadata

Form type
4
Filed
Feb 11, 7:00 PM ET
Accepted
Feb 12, 9:50 PM ET
Size
59.2 KB