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Filing Details

Accession Number:: 0001209191-21-054288
Form Type:: 4/A
Zero Holdings:: No
Publication Time:: 2021-09-01 17:38:27
Reporting Period:: 2021-08-17

Accepted Time:: 2021-09-01 17:38:27
Original Submission Date:: 2021-08-19
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1776932	Medmen Enterprises Inc.	MMNFF	Retail-Retail Stores, Nec (5990)	981431779

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1796617	Gotham Green Partners Llc	1437 4Th Street Santa Monica CA 90401		No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class B Subordinate Voting Shares	Disposition	2021-08-18	2,685,240	$0.00	0	No	4	S	Indirect	See footnote 3.

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See footnote 3.

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class B Subordinate Voting Shares	Convertible Note	Disposition	2021-08-17	0	$0.00	258,113,285	$0.15
Class B Subordinate Voting Shares	Convertible Note	Disposition	2021-08-17	0	$0.00	53,383,489	$0.16
Class B Subordinate Voting Shares	Convertible Note	Disposition	2021-08-17	0	$0.00	190,279,668	$0.17
Class B Subordinate Voting Shares	Convertible Note	Disposition	2021-08-17	0	$0.00	4,624,967	$0.28
Class B Subordinate Voting Shares	Convertible Note	Disposition	2021-08-17	0	$0.00	176,688,263	$0.34
Class B Subordinate Voting Shares	Warrant	Disposition	2021-08-17	265,152	$0.00	265,152	$4.29
Class B Subordinate Voting Shares	Warrant	Disposition	2021-08-17	917,832	$0.00	917,832	$3.72
Class B Subordinate Voting Shares	Warrant	Disposition	2021-08-17	894,886	$0.00	894,886	$4.29
Class B Subordinate Voting Shares	Warrant	Disposition	2021-08-17	3,097,684	$0.00	3,097,684	$3.72
Class B Subordinate Voting Shares	Warrant	Disposition	2021-08-17	341,328	$0.00	341,328	$3.65
Class B Subordinate Voting Shares	Warrant	Disposition	2021-08-17	1,181,520	$0.00	1,181,520	$3.16
Class B Subordinate Voting Shares	Warrant	Disposition	2021-08-17	426,560	$0.00	426,560	$1.17
Class B Subordinate Voting Shares	Warrant	Disposition	2021-08-17	1,476,555	$0.00	1,476,555	$1.01
Class B Subordinate Voting Shares	Warrant	Disposition	2021-08-17	40,413,468	$0.00	40,413,468	$0.16
Class B Subordinate Voting Shares	Warrant	Disposition	2021-08-17	42,511,445	$0.00	42,511,445	$0.15
Class B Subordinate Voting Shares	Warrant	Disposition	2021-08-17	10,627,861	$0.00	10,627,861	$0.15

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	2021-08-17	2028-08-17	No	4	J	Indirect
0	2021-08-17	2028-08-17	No	4	J	Indirect
0	2021-08-17	2028-08-17	No	4	J	Indirect
0	2021-08-17	2028-08-17	No	4	J	Indirect
0	2021-08-17	2028-08-17	No	4	J	Indirect
142,775	2021-08-17	2022-04-23	No	4	J	Indirect
494,218	2021-08-17	2022-04-23	No	4	J	Indirect
481,862	2021-08-17	2022-05-22	No	4	J	Indirect
1,667,984	2021-08-17	2022-05-22	No	4	J	Indirect
183,792	2021-08-17	2022-07-12	No	4	J	Indirect
636,204	2021-08-17	2022-07-12	No	4	J	Indirect
229,687	2021-08-17	2022-11-27	No	4	J	Indirect
795,068	2021-08-17	2022-11-27	No	4	J	Indirect
21,761,099	2021-08-17	2026-01-11	No	4	J	Indirect
22,890,778	2021-08-17	2025-03-27	No	4	J	Indirect
5,722,695	2021-08-17	2025-04-24	No	4	J	Indirect

Footnotes

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.
The shares were sold in a private sale for total consideration of $200,000.
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.
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.
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.
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.
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.