Sec Form 4 Filing - Gotham Green Partners LLC @ MedMen Enterprises, Inc. - 2021-01-11

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Gotham Green Partners LLC 2. Issuer Name and Ticker or Trading Symbol MedMen Enterprises, Inc. [ MMNFF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1437 4TH STREET 3. Date of Earliest Transaction (MM/DD/YY) 01/11/2021 (Street) SANTA MONICA, CA90401 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Warrant ( 1 ) $ 0.1608 01/11/2021 J( 2 ) 3,730,474 01/11/2021 01/11/2026 Class B Subordinate Voting Shares 3,730,474 ( 3 ) 3,730,474 I ( 4 ) By Gotham Green Partners IV, L.P. ( 5 ) Warrant ( 6 ) $ 0.1608 01/11/2021 J( 2 ) 20,206,734 09/27/2021( 7 ) 01/11/2026 Class B Subordinate Voting Shares 20,206,734 ( 3 ) 20,206,734 I By Gotham Green Partners IV, L.P. ( 5 ) Warrant ( 6 ) $ 0.1608 01/11/2021 J( 2 ) 24,869,827 09/27/2021( 7 ) 01/11/2026 Class B Subordinate Voting Shares 24,869,827 ( 3 ) 24,869,827 I By Gotham Green Partners SPV VI, L.P. ( 5 ) Convertible Note ( 6 ) $ 0.34 01/11/2021 H( 8 ) 96,471 06/30/2020 04/23/2022 Class B Subordinate Voting Shares 96,471 ( 3 ) 115,212 I By Gotham Green Fund I LP. ( 5 ) Convertible Note ( 6 ) $ 0.34 01/11/2021 J( 9 ) 96,471 07/02/2021 04/23/2022 Class B Subordinate Voting Shares 96,471 ( 3 ) 196,791 I By Gotham Green Fund I LP. ( 5 ) Convertible Note ( 6 ) $ 0.26 01/11/2021 H( 10 ) 90,932 03/27/2020 04/23/2022 Class B Subordinate Voting Shares 90,932 ( 3 ) 0 I By Gotham Green Fund I LP. ( 5 ) Convertible Note ( 6 ) $ 0.1529 01/11/2021 J( 11 ) 144,107 03/27/2020 04/23/2022 Class B Subordinate Voting Shares 144,107 ( 3 ) 144,107 I By Gotham Green Fund I LP. ( 5 ) Convertible Note ( 6 ) $ 0.1529 01/11/2021 J( 12 ) 70,470 07/02/2021 04/23/2022 Class B Subordinate Voting Shares 70,470 ( 3 ) 70,470 I By Gotham Green Fund I LP. ( 5 ) Convertible Note ( 6 ) $ 0.26 01/11/2021 H( 10 ) 13,308 04/24/2020 04/23/2022 Class B Subordinate Voting Shares 13,308 ( 3 ) 0 I By Gotham Green Fund I LP. ( 5 ) Convertible Note ( 6 ) $ 0.1529 01/11/2021 J( 11 ) 21,038 04/24/2020 04/23/2022 Class B Subordinate Voting Shares 21,038 ( 3 ) 21,038 I By Gotham Green Fund I LP. ( 5 ) Convertible Note ( 6 ) $ 0.1529 01/11/2021 J( 12 ) 10,313 07/02/2021 04/23/2022 Class B Subordinate Voting Shares 10,313 ( 3 ) 10,313 I By Gotham Green Fund I LP. ( 5 ) Convertible Note ( 6 ) $ 0.2845 01/11/2021 H( 8 ) 107,200 09/14/2021 04/23/2021 Class B Subordinate Voting Shares 107,200 ( 3 ) 0 I By Gotham Green Fund I LP. ( 5 ) Convertible Note ( 6 ) $ 0.2845 01/11/2021 J( 9 ) 107,200 07/02/2021 04/23/2021 Class B Subordinate Voting Shares 107,200 ( 3 ) 107,200 I By Gotham Green Fund I LP. ( 5 ) Convertible Note ( 6 ) $ 0.26 01/11/2021 H( 10 ) 2,058,063 09/14/2021 04/23/2022 Class B Subordinate Voting Shares 2,058,063 ( 3 ) 0 I By Gotham Green Fund I LP. ( 5 ) Convertible Note ( 6 ) $ 0.1529 01/11/2021 J( 12 ) 3,379,968 07/02/2021 04/23/2022 Class B Subordinate Voting Shares 3,379,968 ( 3 ) 3,379,968 I By Gotham Green Fund I LP. ( 5 ) Convertible Note ( 6 ) $ 0.34 01/11/2021 H( 8 ) 4,179,473 09/14/2021 04/23/2022 Class B Subordinate Voting Shares 4,179,473 ( 3 ) 0 I By Gotham Green Fund I LP. ( 5 ) Convertible Note ( 6 ) $ 0.34 01/11/2021 J( 9 ) 3,992,893 07/02/2021 04/23/2022 Class B Subordinate Voting Shares 3,992,893 ( 3 ) 3,992,893 I By Gotham Green Fund I LP. ( 5 ) Convertible Note ( 6 ) $ 0.2 01/11/2021 H( 10 ) 683,183 09/14/2021 04/23/2022 Class B Subordinate Voting Shares 683,183 ( 3 ) 0 I By Gotham Green Fund I LP. ( 5 ) Convertible Note ( 6 ) $ 0.1529 01/11/2021 J( 12 ) 853,740 07/02/2021 04/22/2023 Class B Subordinate Voting Shares 853,740 ( 3 ) 853,740 I By Gotham Green Fund I LP. ( 5 ) Convertible Note ( 6 ) $ 2.55 01/11/2021 H( 13 ) 210,432 09/14/2021 04/23/2022 Class B Subordinate Voting Shares 210,432 ( 3 ) 0 I By Gotham Green Fund I LP. ( 5 ) Convertible Note ( 6 ) $ 2.17 01/11/2021 H( 13 ) 60,848 09/14/2021 04/23/2022 Class B Subordinate Voting Shares 60,848 ( 3 ) 0 I By Gotham Green Fund I LP. ( 5 ) Convertible Note ( 6 ) $ 1.28 01/11/2021 H( 13 ) 75,409 09/14/2021 04/23/2022 Class B Subordinate Voting Shares 75,409 ( 3 ) 0 I By Gotham Green Fund I LP. ( 5 ) Convertible Note ( 6 ) $ 0.17 01/11/2021 J( 14 ) 4,300,039 07/02/2021 04/23/2022 Class B Subordinate Voting Shares 4,300,039 ( 3 ) 4,300,039 I By Gotham Green Fund I LP. ( 5 ) Convertible Note ( 6 ) $ 0.2 01/11/2021 H( 10 ) 34,602 09/14/2020 04/23/2022 Class B Subordinate Voting Shares 34,602 ( 3 ) 0 I By Gotham Green Fund I LP. ( 5 ) Convertible Note ( 6 ) $ 0.1529 01/11/2021 J( 11 ) 42,077 09/14/2020 04/23/2022 Class B Subordinate Voting Shares 42,077 ( 3 ) 42,077 I By Gotham Green Fund I LP. ( 5 ) Convertible Note ( 6 ) $ 0.1529 01/11/2021 J( 12 ) 20,627 07/02/2021 04/23/2022 Class B Subordinate Voting Shares 20,627 ( 3 ) 20,627 I By Gotham Green Fund I LP. ( 5 ) Convertible Note ( 6 ) $ 0.1608 01/11/2021 J( 15 ) 3,938,841 01/11/2021 04/23/2022 Class B Subordinate Voting Shares 3,938,841 ( 3 ) 3,938,841 I By Gotham Green Fund I LP. ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gotham Green Partners LLC 1437 4TH STREET SANTA MONICA, CA90401 X Signatures /s/ Jason Adler, Managing Member 02/12/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )As disclosed in a Current Report on Form 8-K filed by MedMen Enterprises Inc. (the "Issuer") on January 15, 2021, pursuant to a Third Amended and Restated Securities Purchase Agreement dated January 11, 2021 (the "Amended Facility"), the Reporting Person and its affiliates were issued additional Convertible Notes in an aggregate principal amount of $10.0 million with a conversion price of $0.1608 per share and an aggregate of 62,174,567 share purchase warrants with an exercise price of $0.1608 per share. Furthermore, the conversion prices and exercisability dates of certain Convertible Notes were amended, conversion prices of certain Convertible Notes were adjusted pursuant to existing down round adjustment provisions, and portions of certain warrants were cancelled. ( 2 )This warrant was issued pursuant to the Amended Facility. See footnote 1. ( 3 )Not applicable. ( 4 )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, LP and Gotham Green Fund 1 (Q) LP. Gotham Green GP 2 LLC is the general partner to Gotham Green Fund II LP and Gotham Green Fund II (Q) LP. 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. ( 5 )See footnote 4. ( 6 )See footnote 1. ( 7 )This warrant becomes exercisable in certain amounts beginning on September 27, 2021. ( 8 )Pursuant to the Amended Facility, the exercisable date of all or a portion, as applicable, of this Convertible Note was amended, which may be deemed a cancellation of a portion of the Convertible Note and an issuance of a new Convertible Note for the purpose of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"). Column 9 reports remaining shares and reflects share amounts as of January 11, 2021. ( 9 )This Convertible Note may be deemed issued for purpose of Section 16 pursuant to the Amended Facility upon amendment of the exercisable date of all or a portion, as applicable, of the original Convertible Note. See also footnote 1. Shares reported reflect amount as of January 11, 2021. ( 10 )Pursuant to the Amended Facility, the exercisable date of all or a portion, as applicable, of this Convertible Note was amended, which may be deemed a cancellation of the Convertible Note and an issuance of a new Convertible Note for the purpose of Section 16. The conversion price of this Convertible Note was also adjusted pursuant to existing down round adjustment provisions. ( 11 )Only the conversion price of the original Convertible Note was adjusted pursuant to existing down adjustment round provisions. All other terms remain the same. See also footnote 1. Shares reported reflect amount as of January 11, 2021, plus adjustment to the conversion price. ( 12 )This Convertible Note may be deemed issued for purpose of Section 16 pursuant to the Amended Facility upon amendment of the exercisable date of all or a portion, as applicable, of the original Convertible Note. The conversion price of this Convertible Note was also adjusted pursuant to existing down round adjustment provisions. See also footnote 1. Shares reported reflect amount as of January 11, 2021, plus adjustment to the conversion price. ( 13 )Pursuant to the Amended Facility, the conversion price and exercisable date of this Convertible Note were amended, which may be deemed a cancellation of the Convertible Note and an issuance of a new Convertible Note for the purpose of Section 16. ( 14 )This Convertible Note may be deemed issued for purpose of Section 16 pursuant to the Amended Facility upon amendment of the conversion price and exercisable date of the original Convertible Note. See also footnote 1. Shares reported reflect amount as of January 11, 2021, plus amendment to the conversion price. ( 15 )This Convertible Note was issued pursuant to the Amended Facility. See footnote 1.

Remarks: This is one of nine Form 4s filed on February 12, 2021.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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