Gotham Green Partners LLC 4/A

Accession 0001209191-21-054288

CIK 0001776932other

View on SEC.gov Company Profile

Filed

Aug 31, 8:00 PM ET

Accepted

Sep 1, 5:38 PM ET

Size

46.1 KB

Accession

0001209191-21-054288

Insider Transaction Report

Form 4/AAmended

Period: 2021-08-17

MedMen Enterprises, Inc.MMNFF

Gotham Green Partners LLC

10% Owner

Transactions

Other
Convertible Note
2021-08-17(indirect: See footnote 7.)
Exercise: $0.15From: 2021-08-17Exp: 2028-08-17→ Class B Subordinate Voting Shares (258,113,285 underlying)
Other
Warrant
2021-08-17−1,181,520→ 636,204 total(indirect: See footnote 7.)
Exercise: $3.16From: 2021-08-17Exp: 2022-07-12→ Class B Subordinate Voting Shares (1,181,520 underlying)
Other
Warrant
2021-08-17−40,413,468→ 21,761,099 total(indirect: See footnote 7.)
Exercise: $0.16From: 2021-08-17Exp: 2026-01-11→ Class B Subordinate Voting Shares (40,413,468 underlying)
Other
Warrant
2021-08-17−1,476,555→ 795,068 total(indirect: See footnote 7.)
Exercise: $1.01From: 2021-08-17Exp: 2022-11-27→ Class B Subordinate Voting Shares (1,476,555 underlying)
Other
Warrant
2021-08-17−10,627,861→ 5,722,695 total(indirect: See footnote 7.)
Exercise: $0.15From: 2021-08-17Exp: 2025-04-24→ Class B Subordinate Voting Shares (10,627,861 underlying)
Sale
Class B Subordinate Voting Shares
2021-08-18−2,685,240→ 0 total(indirect: See footnote 3.)
Other
Warrant
2021-08-17−341,328→ 183,792 total(indirect: See footnote 7.)
Exercise: $3.65From: 2021-08-17Exp: 2022-07-12→ Class B Subordinate Voting Shares (341,328 underlying)
Other
Warrant
2021-08-17−265,152→ 142,775 total(indirect: See footnote 7.)
Exercise: $4.29From: 2021-08-17Exp: 2022-04-23→ Class B Subordinate Voting Shares (265,152 underlying)
Other
Warrant
2021-08-17−42,511,445→ 22,890,778 total(indirect: See footnote 7.)
Exercise: $0.15From: 2021-08-17Exp: 2025-03-27→ Class B Subordinate Voting Shares (42,511,445 underlying)
Other
Warrant
2021-08-17−426,560→ 229,687 total(indirect: See footnote 7.)
Exercise: $1.17From: 2021-08-17Exp: 2022-11-27→ Class B Subordinate Voting Shares (426,560 underlying)
Other
Warrant
2021-08-17−917,832→ 494,218 total(indirect: See footnote 7.)
Exercise: $3.72From: 2021-08-17Exp: 2022-04-23→ Class B Subordinate Voting Shares (917,832 underlying)
Other
Warrant
2021-08-17−894,886→ 481,862 total(indirect: See footnote 7.)
Exercise: $4.29From: 2021-08-17Exp: 2022-05-22→ Class B Subordinate Voting Shares (894,886 underlying)
Other
Warrant
2021-08-17−3,097,684→ 1,667,984 total(indirect: See footnote 7.)
Exercise: $3.72From: 2021-08-17Exp: 2022-05-22→ Class B Subordinate Voting Shares (3,097,684 underlying)

Footnotes (7)

[F1]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 footnotes 3 and 7.
[F2]The shares were sold in a private sale for total consideration of $200,000.
[F3]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.
[F4]On August 19, 2021, the Reporting Person filed a Form 4 which inadvertently included amounts held by other parties. This amendment reports the amounts for the Reporting Person and its affiliated funds.
[F5]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.
[F6]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.
[F7]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.

Documents

1 file

4
doc4a.xml
FORM 4/A SUBMISSION

Issuer

MedMen Enterprises, Inc.

CIK 0001776932

→

Entity typeother

IncorporatedDE

Related Parties

filerCIK 0001796617

Filing Metadata

Form type: 4/A
Filed: Aug 31, 8:00 PM ET
Accepted: Sep 1, 5:38 PM ET
Size: 46.1 KB

View on SEC.gov