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4//SEC Filing

Gotham Green Partners LLC 4

Accession 0001209191-21-010543

CIK 0001776932other
View on SEC.govCompany Profile

Filed

Feb 11, 7:00 PM ET

Accepted

Feb 12, 9:54 PM ET

Size

45.7 KB

Accession

0001209191-21-010543

Insider Transaction Report

Form 4
Period: 2021-01-11
MedMen Enterprises, Inc.MMNFF
Gotham Green Partners LLC
10% Owner
Transactions
  • Expiration (Short)

    Convertible Note

    2021-01-11−3,103,487→ 0 total(indirect: By Gotham Green Partners SPV VI, L.P.)
    Exercise: $0.26From: 2021-09-14Exp: 2022-04-23→ Class B Subordinate Voting Shares (3,103,487 underlying)
  • Other

    Convertible Note

    2021-01-11+5,277,349→ 5,277,349 total(indirect: By Gotham Green Partners SPV VI, L.P.)
    Exercise: $0.15From: 2021-07-02Exp: 2022-04-23→ Class B Subordinate Voting Shares (5,277,349 underlying)
  • Expiration (Short)

    Convertible Note

    2021-01-11−40,521,351→ 0 total(indirect: By Gotham Green Partners SPV VI, L.P.)
    Exercise: $0.26From: 2020-03-27Exp: 2022-04-23→ Class B Subordinate Voting Shares (40,521,351 underlying)
  • Other

    Convertible Note

    2021-01-11+500,507→ 500,507 total(indirect: By Gotham Green Partners SPV VI, L.P.)
    Exercise: $0.15From: 2020-03-27Exp: 2022-04-23→ Class B Subordinate Voting Shares (500,507 underlying)
  • Other

    Convertible Note

    2021-01-11+66,998,705→ 66,998,705 total(indirect: By Gotham Green Partners SPV VI, L.P.)
    Exercise: $0.15From: 2021-07-02Exp: 2022-04-23→ Class B Subordinate Voting Shares (66,998,705 underlying)
  • Other

    Convertible Note

    2021-01-11+30,696,374→ 30,696,374 total(indirect: By Gotham Green Partners SPV VI, L.P.)
    Exercise: $0.16From: 2021-01-11Exp: 2022-04-23→ Class B Subordinate Voting Shares (30,696,374 underlying)
  • Expiration (Short)

    Warrant

    2021-01-11−67,430→ 472,011 total(indirect: By Gotham Green Fund II(Q) LP)
    Exercise: $3.16From: 2019-07-12Exp: 2022-07-12→ Class B Subordinate Voting Shares (67,430 underlying)
  • Expiration (Short)

    Warrant

    2021-01-11−19,480→ 136,358 total(indirect: By Gotham Green Fund II(Q) LP)
    Exercise: $3.65From: 2019-07-12Exp: 2022-07-12→ Class B Subordinate Voting Shares (19,480 underlying)
  • Expiration (Short)

    Warrant

    2021-01-11−129,109→ 903,761 total(indirect: By Gotham Green Fund II(Q) LP)
    Exercise: $3.72From: 2019-04-23Exp: 2022-04-23→ Class B Subordinate Voting Shares (129,109 underlying)
  • Expiration (Short)

    Warrant

    2021-01-11−37,298→ 261,087 total(indirect: By Gotham Green Fund II(Q) LP)
    Exercise: $4.29From: 2019-04-23Exp: 2022-04-23→ Class B Subordinate Voting Shares (37,298 underlying)
  • Expiration (Short)

    Warrant

    2021-01-11−100,059→ 700,415 total(indirect: By Gotham Green Fund II(Q) LP)
    Exercise: $3.72From: 2019-05-22Exp: 2022-05-22→ Class B Subordinate Voting Shares (100,059 underlying)
  • Expiration (Short)

    Warrant

    2021-01-11−28,906→ 202,342 total(indirect: By Gotham Green Fund II(Q) LP)
    Exercise: $4.29From: 2019-05-22Exp: 2022-05-22→ Class B Subordinate Voting Shares (58,906 underlying)
  • Expiration (Short)

    Warrant

    2021-01-11−276,937→ 1,938,558 total(indirect: By Gotham Green Fund II(Q) LP)
    Exercise: $1.01From: 2019-11-27Exp: 2022-11-27→ Class B Subordinate Voting Shares (276,937 underlying)
  • Expiration (Short)

    Warrant

    2021-01-11−80,004→ 560,028 total(indirect: By Gotham Green Fund II(Q) LP)
    Exercise: $1.17From: 2019-11-27Exp: 2022-11-27→ Class B Subordinate Voting Shares (80,004 underlying)
  • Other

    Warrant

    2021-01-11+11,842,865→ 11,842,865 total(indirect: By Gotham Green Fund II(Q) LP)
    Exercise: $0.16From: 2021-01-11Exp: 2026-01-11→ Class B Subordinate Voting Shares (11,842,865 underlying)
  • Other

    Warrant

    2021-01-11+11,150,582→ 11,150,582 total(indirect: By Gotham Green Fund II(Q) LP)
    Exercise: $0.16From: 2021-09-27Exp: 2026-01-11→ Class B Subordinate Voting Shares (11,150,582 underlying)
Footnotes (12)
  • [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, a portion of the shares underlying this warrant was cancelled.
  • [F11]This warrant was issued pursuant to the Amended Facility. See footnote 1.
  • [F12]This warrant becomes exercisable in certain amounts beginning on September 27, 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]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]Only the conversion price of the original Convertible Note was adjusted pursuant to existing down adjustment round provisions. A portion of this Convertible Note has been paid. 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.
  • [F9]This Convertible Note was issued pursuant to the Amended Facility. See footnote 1.

Documents

1 file

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, 9:54 PM ET
Size
45.7 KB
View on SEC.gov