Gotham Green Partners LLC - Aug 17, 2021 Form 4/A - Amendment Insider Report for MedMen Enterprises, Inc. (MMNFF)

Role
10%+ Owner
Signature
/s/ Jason Adler, Managing Member
Stock symbol
MMNFF
Transactions as of
Aug 17, 2021
Transactions value $
-$141,788,943
Form type
4/A - Amendment
Date filed
9/1/2021, 05:38 PM
Date Of Original Report
Aug 19, 2021
Next filing
Mar 8, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MMNFF Class B Subordinate Voting Shares Sale -2.69M -100% 0 Aug 18, 2021 See footnote 3. F1, F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction MMNFF Convertible Note Other -$39.5M $13.2M Aug 17, 2021 Class B Subordinate Voting Shares 258M $0.15 See footnote 7. F4, F5, F6, F7
transaction MMNFF Convertible Note Other -$8.59M $2.86M Aug 17, 2021 Class B Subordinate Voting Shares 53.4M $0.16 See footnote 7. F5, F6, F7
transaction MMNFF Convertible Note Other -$32.3M $10.8M Aug 17, 2021 Class B Subordinate Voting Shares 190M $0.17 See footnote 7. F4, F5, F6, F7
transaction MMNFF Convertible Note Other -$1.32M $439K Aug 17, 2021 Class B Subordinate Voting Shares 4.62M $0.28 See footnote 7. F4, F5, F6, F7
transaction MMNFF Convertible Note Other -$60.1M $20M Aug 17, 2021 Class B Subordinate Voting Shares 177M $0.34 See footnote 7. F4, F5, F6, F7
transaction MMNFF Warrant Other -265K -65% 143K Aug 17, 2021 Class B Subordinate Voting Shares 265K $4.29 See footnote 7. F5, F6, F7
transaction MMNFF Warrant Other -918K -65% 494K Aug 17, 2021 Class B Subordinate Voting Shares 918K $3.72 See footnote 7. F5, F6, F7
transaction MMNFF Warrant Other -895K -65% 482K Aug 17, 2021 Class B Subordinate Voting Shares 895K $4.29 See footnote 7. F4, F5, F6, F7
transaction MMNFF Warrant Other -3.1M -65% 1.67M Aug 17, 2021 Class B Subordinate Voting Shares 3.1M $3.72 See footnote 7. F4, F5, F6, F7
transaction MMNFF Warrant Other -341K -65% 184K Aug 17, 2021 Class B Subordinate Voting Shares 341K $3.65 See footnote 7. F4, F5, F6, F7
transaction MMNFF Warrant Other -1.18M -65% 636K Aug 17, 2021 Class B Subordinate Voting Shares 1.18M $3.16 See footnote 7. F4, F5, F6, F7
transaction MMNFF Warrant Other -427K -65% 230K Aug 17, 2021 Class B Subordinate Voting Shares 427K $1.17 See footnote 7. F4, F5, F6, F7
transaction MMNFF Warrant Other -1.48M -65% 795K Aug 17, 2021 Class B Subordinate Voting Shares 1.48M $1.01 See footnote 7. F4, F5, F6, F7
transaction MMNFF Warrant Other -40.4M -65% 21.8M Aug 17, 2021 Class B Subordinate Voting Shares 40.4M $0.16 See footnote 7. F5, F6, F7
transaction MMNFF Warrant Other -42.5M -65% 22.9M Aug 17, 2021 Class B Subordinate Voting Shares 42.5M $0.15 See footnote 7. F4, F5, F6, F7
transaction MMNFF Warrant Other -10.6M -65% 5.72M Aug 17, 2021 Class B Subordinate Voting Shares 10.6M $0.15 See footnote 7. F5, F6, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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.