Superhero Acquisition Corp. - Mar 4, 2022 Form 4 Insider Report for MedMen Enterprises, Inc. (MMNFF)

Role
10%+ Owner
Signature
/s/ Michael Serruya
Stock symbol
MMNFF
Transactions as of
Mar 4, 2022
Transactions value $
$0
Form type
4
Date filed
3/9/2022, 07:20 PM
Previous filing
Sep 8, 2021

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 +4.91M $0.00 $4.91M Mar 4, 2022 Class B Subordinate Voting Shares 4.91M $0.16 BY SUPERHERO ACQUISITION L.P. F1, F2, F3
* 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 Superhero Acquisition Corp. is the general partner of Superhero Acquisition L.P., which directly holds such securities. Each reporting person disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.