Gotham Green Partners LLC - Mar 4, 2022 Form 4 Insider Report for MedMen Enterprises, Inc. (MMNFF)

Role
10%+ Owner
Signature
/s/ Jason Adler, Managing Member
Stock symbol
MMNFF
Transactions as of
Mar 4, 2022
Transactions value $
$0
Form type
4
Date filed
3/8/2022, 02:43 PM
Previous filing
Sep 1, 2021
Next filing
Jun 28, 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 Top-Up Warrant Other $0 +31.4K $0.00 31.4K Mar 4, 2022 Class B Subordinate Voting Shares 31.4K $0.16 By Gotham Green Fund 1 HoldCo, LLC F1, F2, F3, F4
transaction MMNFF Top-Up Warrant Other $0 +125K $0.00 125K Mar 4, 2022 Class B Subordinate Voting Shares 125K $0.16 By Gotham Green Fund 1 (Q) HoldCo, LLC F1, F2, F3, F4
transaction MMNFF Top-Up Warrant Other $0 +57.9K $0.00 57.9K Mar 4, 2022 Class B Subordinate Voting Shares 57.9K $0.16 By Gotham Green Fund II HoldCo, LLC F1, F2, F3, F4
transaction MMNFF Top-Up Warrant Other $0 +337K $0.00 337K Mar 4, 2022 Class B Subordinate Voting Shares 337K $0.16 By Gotham Green Fund II (Q) HoldCo, LLC F1, F2, F3, F4
transaction MMNFF Top-Up Warrant Other $0 +566K $0.00 566K Mar 4, 2022 Class B Subordinate Voting Shares 566K $0.16 By Gotham Green Partners SPV IV HoldCo, LLC F1, F2, F3, F4
transaction MMNFF Top-Up Warrant Other $0 +355K $0.00 355K Mar 4, 2022 Class B Subordinate Voting Shares 355K $0.16 By Gotham Green Partners SPV VI HoldCo, LLC F1, F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Top-Up Warrants exercisable for Class B Subordinate Voting Shares ("Shares") were issued by MedMen Enterprises Inc. ("MedMen") pursuant to the terms of the Fourth Amended and Restated Securities Purchase Agreement dated August 17, 2021 (the "Convertible Facility") in connection with the issuance of Shares by MedMen as part of the Sixth Modification to its Senior Secured Commercial Loan Agreement, which automatically triggered the right of holders of convertible notes issued under the Convertible Facility to be issued on an involuntary basis five-year warrants in order to maintain their pro rata ownership interest (on a partially diluted basis) in Shares.
F2 The Top-Up Warrants expire on the earlier of the date that is (i) February 2, 2027, and (ii) the date that is the later of (A) 90 days after the Triggering Event (as defined in the Convertible Facility), or (B) if later than the date determined pursuant to the immediately preceding clause (A), 90 days after the issuance of all Shares issued pursuant to the Top-Up Warrant Triggering Event (as defined therein).
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. The Filer disclaims beneficial ownership of these securities except to the extent of the Filer's pecuniary interest therein.
F4 Amounts reported are held indirectly by the following 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).