Pura Vida Investments, Llc - Jan 11, 2021 Form 4 Insider Report for MedMen Enterprises, Inc. (MMNFF)

Role
10%+ Owner
Signature
/s/ Efrem Kamen
Stock symbol
MMNFF
Transactions as of
Jan 11, 2021
Transactions value $
$0
Form type
4
Date filed
4/29/2022, 04:42 PM
Previous filing
Apr 29, 2022
Next filing
Apr 29, 2022

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 Senior Secured Convertible Note Expiration (or cancellation) of long derivative position with value received -$2.84M 0 Jan 11, 2021 Class B Subordinate Voting Shares 1.08M $2.55 By Pura Vida Master Fund, LTD. F1, F2, F3, F4, F5, F6
transaction MMNFF Senior Secured Convertible Note Expiration (or cancellation) of long derivative position with value received -$757K 0 Jan 11, 2021 Class B Subordinate Voting Shares 339K $2.17 By Pura Vida Master Fund, LTD. F1, F2, F3, F4, F5, F6
transaction MMNFF Senior Secured Convertible Note Expiration (or cancellation) of long derivative position with value received -$553K 0 Jan 11, 2021 Class B Subordinate Voting Shares 420K $1.28 By Pura Vida Master Fund, LTD. F1, F2, F3, F4, F5, F6
transaction MMNFF Senior Secured Convertible Note Expiration (or cancellation) of long derivative position with value received -$293K 0 Jan 11, 2021 Class B Subordinate Voting Shares 366K $0.78 By Pura Vida Master Fund, LTD. F1, F2, F3, F4, F5, F6
transaction MMNFF Senior Secured Convertible Note Other $4.45M $4.45M Jan 11, 2021 Class B Subordinate Voting Shares 26.1M $0.17 By Pura Vida Master Fund, LTD. F1, F3, F4, F5, F6, F7
transaction MMNFF Senior Secured Convertible Note Expiration (or cancellation) of long derivative position with value received -$898K 0 Jan 11, 2021 Class B Subordinate Voting Shares 342K $2.55 By Pura Vida Pro Special Opportunity Master Fund, LTD. F1, F2, F3, F4, F5, F6
transaction MMNFF Senior Secured Convertible Note Expiration (or cancellation) of long derivative position with value received -$239K 0 Jan 11, 2021 Class B Subordinate Voting Shares 107K $2.17 By Pura Vida Pro Special Opportunity Master Fund, LTD. F1, F2, F3, F4, F5, F6
transaction MMNFF Senior Secured Convertible Note Expiration (or cancellation) of long derivative position with value received -$175K 0 Jan 11, 2021 Class B Subordinate Voting Shares 133K $1.28 By Pura Vida Pro Special Opportunity Master Fund, LTD. F1, F2, F3, F4, F5, F6
transaction MMNFF Senior Secured Convertible Note Expiration (or cancellation) of long derivative position with value received -$92.5K 0 Jan 11, 2021 Class B Subordinate Voting Shares 116K $0.78 By Pura Vida Pro Special Opportunity Master Fund, LTD. F1, F2, F3, F4, F5, F6
transaction MMNFF Senior Secured Convertible Note Other $1.4M $1.4M Jan 11, 2021 Class B Subordinate Voting Shares 8.26M $0.17 By Pura Vida Pro Special Opportunity Master Fund, LTD. F1, F3, F4, F5, F6, F7
transaction MMNFF Warrant Expiration (or cancellation) of long derivative position with value received -95.8K -12.5% 671K Jan 11, 2021 Class B Subordinate Voting Shares 767K $3.72 By Pura Vida Master Fund, LTD. F1, F3, F4, F5, F6, F8
transaction MMNFF Warrant Expiration (or cancellation) of long derivative position with value received -27.7K -12.5% 194K Jan 11, 2021 Class B Subordinate Voting Shares 221K $4.29 By Pura Vida Master Fund, LTD. F1, F3, F4, F5, F6, F8
transaction MMNFF Warrant Expiration (or cancellation) of long derivative position with value received -28.2K -12.5% 197K Jan 11, 2021 Class B Subordinate Voting Shares 226K $3.16 By Pura Vida Master Fund, LTD. F1, F3, F4, F5, F6, F8
transaction MMNFF Warrant Expiration (or cancellation) of long derivative position with value received -8.15K -12.5% 57K Jan 11, 2021 Class B Subordinate Voting Shares 65.2K $3.65 By Pura Vida Master Fund, LTD. F1, F3, F4, F5, F6, F8
transaction MMNFF Warrant Expiration (or cancellation) of long derivative position with value received -35.2K -12.5% 247K Jan 11, 2021 Class B Subordinate Voting Shares 282K $1.01 By Pura Vida Master Fund, LTD. F1, F3, F4, F5, F6, F8
transaction MMNFF Warrant Expiration (or cancellation) of long derivative position with value received -10.2K -12.5% 71.3K Jan 11, 2021 Class B Subordinate Voting Shares 81.4K $1.17 By Pura Vida Master Fund, LTD. F1, F3, F4, F5, F6, F8
transaction MMNFF Warrant Other +3.99M 3.99M Jan 11, 2021 Class B Subordinate Voting Shares 3.99M $0.16 By Pura Vida Master Fund, LTD. F1, F4, F5, F6, F9
transaction MMNFF Warrant Expiration (or cancellation) of long derivative position with value received -30.3K -12.5% 212K Jan 11, 2021 Class B Subordinate Voting Shares 242K $3.72 By Pura Vida Pro Special Opportunity Master Fund, LTD. F1, F3, F4, F5, F6, F8
transaction MMNFF Warrant Expiration (or cancellation) of long derivative position with value received -8.74K -12.5% 61.2K Jan 11, 2021 Class B Subordinate Voting Shares 69.9K $4.29 By Pura Vida Pro Special Opportunity Master Fund, LTD. F1, F3, F4, F5, F6, F8
transaction MMNFF Warrant Expiration (or cancellation) of long derivative position with value received -8.9K -12.5% 62.3K Jan 11, 2021 Class B Subordinate Voting Shares 71.2K $3.16 By Pura Vida Pro Special Opportunity Master Fund, LTD. F1, F3, F4, F5, F6, F8
transaction MMNFF Warrant Expiration (or cancellation) of long derivative position with value received -2.57K -12.5% 18K Jan 11, 2021 Class B Subordinate Voting Shares 20.6K $3.65 By Pura Vida Pro Special Opportunity Master Fund, LTD. F1, F3, F4, F5, F6, F8
transaction MMNFF Warrant Expiration (or cancellation) of long derivative position with value received -11.1K -12.5% 77.9K Jan 11, 2021 Class B Subordinate Voting Shares 89K $1.01 By Pura Vida Pro Special Opportunity Master Fund, LTD. F1, F3, F4, F5, F6, F8
transaction MMNFF Warrant Expiration (or cancellation) of long derivative position with value received -3.21K -12.5% 22.5K Jan 11, 2021 Class B Subordinate Voting Shares 25.7K $1.17 By Pura Vida Pro Special Opportunity Master Fund, LTD. F1, F3, F4, F5, F6, F8
transaction MMNFF Warrant Other +1.26M 1.26M Jan 11, 2021 Class B Subordinate Voting Shares 1.26M $0.16 By Pura Vida Pro Special Opportunity Master Fund, LTD. F1, F4, F5, F6, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Pursuant to a Third Amended and Restated Securities Purchase Agreement dated 01/11/2021 (the "Third Restatement"), (a) portions of certain warrants were cancelled, (b) additional share purchase warrants with an exercise price of $0.1608 per share were issued, and (c) the conversion prices of certain Senior Secured Convertible Notes (each a "Note" and collectively, the "Notes") were amended to $0.17 per share. Furthermore, Notes with conversion prices of $0.26 or $0.20 per share and warrants with an exercise price of $0.26 per share were automatically adjusted to $0.1529 pursuant to existing down-round adjustment provisions; such automatic adjustments are not required to be reported herein as they do not constitute acquisitions of additional securities. All dollar and share amounts of Notes reflect fully accreted principal amounts as of 01/11/2021. The ultimate number of shares issuable on conversion may vary based on the accrued interest payable on Notes at the time of any conversion.
F2 Pursuant to the Third Restatement, the conversion price of this Note was amended, which may be deemed a cancellation of the Note and an issuance of a new Note for the purpose of Section 16. See also footnotes (1) and (7).
F3 Currently exercisable as of Reporting Date.
F4 Not applicable.
F5 The reporting persons (the "Reporting Persons") are Pura Vida Investments, LLC ("PVI"), Pura Vida Master Fund, LTD. (the "PV Master Fund"), and Efrem Kamen. PVI serves as the investment manager to the PV Master Fund. Pura Vida Pro, LLC ("PVP") serves as the investment manager to Pura Vida Pro Special Opportunity Master Fund, LTD. PVP is a relying adviser of PVI. Efrem Kamen serves as the managing member of both PVI and PVP.
F6 This Form 4 shall not be deemed an admission that PVI and Efrem Kamen are beneficial owners of the securities for purposes of Sections 13 and 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of PVI and Efrem Kamen disclaims beneficial ownership of the Shares reported herein except to the extent of the PVI's and Efrem Kamen's pecuniary interest, if any, therein.
F7 This Note may be deemed issued for the purpose of Section 16 pursuant to the Third Restatement upon amendment of the conversion price of the original Notes. See also footnotes (1) and (2).
F8 Pursuant to the Third Restatement, a portion of the shares underlying this warrant was cancelled. See also footnote (1).
F9 Warrant was issued pursuant to the Third Restatement. See also footnote (1).