Gotham Green Partners LLC 4

Accession 0001209191-21-010542

CIK 0001776932other

View on SEC.gov Company Profile

Filed

Feb 11, 7:00 PM ET

Accepted

Feb 12, 9:52 PM ET

Size

66.7 KB

Accession

0001209191-21-010542

Insider Transaction Report

Form 4

Period: 2021-01-11

MedMen Enterprises, Inc.MMNFF

Gotham Green Partners LLC

10% Owner

Transactions

Expiration (Short)
Convertible Note
2021-01-11−60,137,630→ 0 total(indirect: By Gotham Green Fund IV LP.)
Exercise: $0.26From: 2021-09-14Exp: 2022-04-23→ Class B Subordinate Voting Shares (60,137,630 underlying)
Other
Convertible Note
2021-01-11+98,764,383→ 98,764,383 total(indirect: By Gotham Green Fund IV LP.)
Exercise: $0.15From: 2021-07-02Exp: 2022-04-23→ Class B Subordinate Voting Shares (98,764,383 underlying)
Expiration (Short)
Convertible Note
2021-01-11−122,126,308→ 0 total(indirect: By Gotham Green Fund IV LP.)
Exercise: $0.34From: 2021-09-14Exp: 2022-04-23→ Class B Subordinate Voting Shares (122,126,308 underlying)
Other
Convertible Note
2021-01-11+116,674,368→ 116,674,368 total(indirect: By Gotham Green Fund IV LP.)
Exercise: $0.34From: 2021-07-02Exp: 2022-04-23→ Class B Subordinate Voting Shares (116,674,368 underlying)
Expiration (Short)
Convertible Note
2021-01-11−19,962,954→ 0 total(indirect: By Gotham Green Fund IV LP.)
Exercise: $0.20From: 2021-09-14Exp: 2022-04-23→ Class B Subordinate Voting Shares (19,962,954 underlying)
Other
Convertible Note
2021-01-11+24,946,726→ 24,946,726 total(indirect: By Gotham Green Fund IV LP.)
Exercise: $0.15From: 2021-07-02Exp: 2022-04-23→ Class B Subordinate Voting Shares (24,946,726 underlying)
Expiration (Short)
Convertible Note
2021-01-11−6,141,845→ 0 total(indirect: By Gotham Green Fund IV LP.)
Exercise: $2.55From: 2021-09-14Exp: 2022-04-23→ Class B Subordinate Voting Shares (6,141,845 underlying)
Expiration (Short)
Convertible Note
2021-01-11−1,782,825→ 0 total(indirect: By Gotham Green Fund IV LP.)
Exercise: $2.17From: 2021-09-14Exp: 2022-04-23→ Class B Subordinate Voting Shares (1,782,825 underlying)
Expiration (Short)
Convertible Note
2021-01-11−2,209,434→ 0 total(indirect: By Gotham Green Fund IV LP.)
Exercise: $1.28From: 2021-09-14Exp: 2022-04-23→ Class B Subordinate Voting Shares (2,209,434 underlying)
Other
Convertible Note
2021-01-11+125,649,320→ 125,649,320 total(indirect: By Gotham Green Fund IV LP.)
Exercise: $0.17From: 2021-07-02Exp: 2022-04-23→ Class B Subordinate Voting Shares (125,649,320 underlying)
Expiration (Short)
Convertible Note
2021-01-11−1,011,088→ 0 total(indirect: By Gotham Green Fund IV LP.)
Exercise: $0.20From: 2020-09-14Exp: 2022-04-23→ Class B Subordinate Voting Shares (1,011,088 underlying)
Other
Convertible Note
2021-01-11+1,226,451→ 1,226,451 total(indirect: By Gotham Green Fund IV LP.)
Exercise: $0.15From: 2020-09-14Exp: 2022-04-23→ Class B Subordinate Voting Shares (1,226,451 underlying)
Other
Convertible Note
2021-01-11+602,727→ 602,727 total(indirect: By Gotham Green Fund IV LP.)
Exercise: $0.15From: 2021-07-02Exp: 2022-04-23→ Class B Subordinate Voting Shares (602,727 underlying)
Expiration (Short)
Convertible Note
2021-01-11−311,074→ 0 total(indirect: By Gotham Green Fund IV LP.)
Exercise: $2.55From: 2019-05-22Exp: 2022-04-23→ Class B Subordinate Voting Shares (311,074 underlying)
Expiration (Short)
Convertible Note
2021-01-11−90,297→ 0 total(indirect: BBy Gotham Green Fund IV LP.)
Exercise: $2.17From: 2019-07-12Exp: 2022-04-23→ Class B Subordinate Voting Shares (90,297 underlying)
Expiration (Short)
Convertible Note
2021-01-11−111,904→ 0 total(indirect: By Gotham Green Partners IV, L.P.)
Exercise: $1.28From: 2019-10-29Exp: 2022-04-23→ Class B Subordinate Voting Shares (111,904 underlying)
Other
Convertible Note
2021-01-11+6,117,273→ 6,117,273 total(indirect: By Gotham Green Partners IV, L.P.)
Exercise: $0.17Exp: 2022-04-23→ Class B Subordinate Voting Shares (6,117,273 underlying)
Other
Convertible Note
2021-01-11+3,035,761→ 3,035,761 total(indirect: By Gotham Green Partners IV, L.P.)
Exercise: $0.17From: 2021-07-02Exp: 2022-04-23→ Class B Subordinate Voting Shares (3,035,761 underlying)
Other
Convertible Note
2021-01-11−3,730,474→ 3,730,474 total(indirect: By Gotham Green Partners IV, L.P.)
Exercise: $0.16From: 2021-01-11Exp: 2022-04-23→ Class B Subordinate Voting Shares (3,730,474 underlying)
Expiration (Short)
Convertible Note
2021-01-11−10,075,553→ 0 total(indirect: By Gotham Green Partners SPV VI, L.P.)
Exercise: $0.26From: 2020-04-24Exp: 2022-04-23→ Class B Subordinate Voting Shares (10,075,553 underlying)
Other
Convertible Note
2021-01-11+844,373→ 844,373 total(indirect: By Gotham Green Partners SPV VI, L.P.)
Exercise: $0.15From: 2020-04-24Exp: 2022-04-23→ Class B Subordinate Voting Shares (844,373 underlying)
Other
Convertible Note
2021-01-11+16,643,324→ 16,643,324 total(indirect: By Gotham Green Partners SPV VI, L.P.)
Exercise: $0.15From: 2021-07-02Exp: 2022-04-23→ Class B Subordinate Voting Shares (16,643,324 underlying)
Expiration (Short)
Convertible Note
2021-01-11−498,531→ 0 total(indirect: By Gotham Green Partners SPV VI, L.P.)
Exercise: $0.28From: 2021-09-14Exp: 2022-04-23→ Class B Subordinate Voting Shares (498,531 underlying)
Expiration (Short)
Convertible Note
2021-01-11−13,434→ 0 total(indirect: By Gotham Green Partners SPV VI, L.P.)
Exercise: $0.28From: 2020-06-30Exp: 2022-04-23→ Class B Subordinate Voting Shares (13,434 underlying)

Footnotes (15)

[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]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 Note for the purpose of Section 16.
[F11]This Convertible Note may be deemed issued for the purpose of Section 16 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]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.
[F13]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.
[F14]This Convertible Note was issued pursuant to the Amended Facility. See footnote 1.
[F15]This Convertible Note, including accrued interest, has been paid in full.
[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]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.
[F8]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.
[F9]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. See also footnote 1. Shares reported reflect amount as of January 11, 2021.

Documents

1 file

4
doc4.xmlPrimary
FORM 4 SUBMISSION

Issuer

MedMen Enterprises, Inc.

CIK 0001776932

→

Entity typeother

IncorporatedDE

Related Parties

filerCIK 0001796617

Filing Metadata

Form type: 4
Filed: Feb 11, 7:00 PM ET
Accepted: Feb 12, 9:52 PM ET
Size: 66.7 KB

View on SEC.gov