Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Act of 1934
(Amendment No. 1)*
MEDMEN ENTERPRISES INC.
(Name of Issuer)
CLASS B SUBORDINATE VOTING SHARES
(Title of Class of Securities)
58507M107
(CUSIP Number)
August 17, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) |
| ☒ | Rule 13d-1(c) |
| ☐ | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 58507M107 | 13G |
| 1 | NAMES OF REPORTING PERSONS
Pura Vida Investments, LLC | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | |||
| (a) | ☐ | |||
(b) |
☒ | |||
| 3 | SEC USE ONLY
| |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||
Number of Shares Beneficially Owned By Each Reporting Person With |
5 | SOLE VOTING POWER
0 | ||
| 6 | SHARED VOTING POWER
39,671,523 shares (1)* | |||
| 7 | SOLE DISPOSITIVE POWER
0 shares | |||
| 8 | SHARED DISPOSITIVE POWER
39,671,523 shares (1)* | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,671,523 shares (1)* | |||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | |||
|
☐ | |||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.9% (2)* | |||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA | |||
| (1) | Includes (a) an aggregate of 31,269,193 Class B Subordinate Voting Shares (“Shares”) issuable upon conversion of the outstanding principal and accrued interest of senior secured convertible notes as of August 17, 2021 (excluding interest accrued thereafter) and (b) an aggregate of 8,402,330 Shares issuable upon exercise of warrants. |
| (2) | Calculated based on 764,483,423 Shares outstanding as of August 17, 2021, as provided to the Reporting Persons by the Issuer. |
Page 2 of 10
| CUSIP No. 58507M107 | 13G |
| 1 | NAMES OF REPORTING PERSONS
Efrem Kamen | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | |||
| (a) | ☐ | |||
(b) |
☒ | |||
| 3 | SEC USE ONLY
| |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||
Number of Shares Beneficially Owned By Each Reporting Person With |
5 | SOLE VOTING POWER
0 | ||
| 6 | SHARED VOTING POWER
39,671,523 shares (1)* | |||
| 7 | SOLE DISPOSITIVE POWER
0 shares | |||
| 8 | SHARED DISPOSITIVE POWER
39,671,523 shares (1)* | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,671,523 shares (1)* | |||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | |||
Not applicable.
|
☐ | |||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.9% (2)* | |||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN, HC | |||
| (1) | Includes (a) an aggregate of 31,269,193 Class B Subordinate Voting Shares (“Shares”) issuable upon conversion of the outstanding principal and accrued interest of senior secured convertible notes as of August 17, 2021 (excluding interest accrued thereafter) and (b) an aggregate of 8,402,330 Shares issuable upon exercise of warrants. |
| (2) | Calculated based on 764,483,423 Shares outstanding as of August 17, 2021, as provided to the Reporting Persons by the Issuer. |
Page 3 of 10
| CUSIP No. 58507M107 | 13G |
| 1 | NAMES OF REPORTING PERSONS
Pura Vida Master Fund, LTD. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | |||
| (a) | ☐ | |||
(b) |
☒ | |||
| 3 | SEC USE ONLY
| |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||
Number of Shares Beneficially Owned By Each Reporting Person With |
5 | SOLE VOTING POWER
0 | ||
| 6 | SHARED VOTING POWER
30,634,674 shares (1)* | |||
| 7 | SOLE DISPOSITIVE POWER
0 shares | |||
| 8 | SHARED DISPOSITIVE POWER
30,634,674 shares (1)* | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,634,674 shares (1)* | |||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | |||
|
☐ | |||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.9% (2)* | |||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||
| (1) | Includes (a) an aggregate of 23,764,588 Shares issuable upon conversion of the outstanding principal and accrued interest of senior secured convertible notes as of August 17, 2021 (excluding interest accrued thereafter) and (b) an aggregate of 6,870,086 Shares issuable upon exercise of warrants. |
| (2) | Calculated based on 764,483,423 Shares outstanding as of August 17, 2021, as provided to the Reporting Persons by the Issuer. |
Page 4 of 10
| CUSIP No. 58507M107 | 13G |
| 1 | NAMES OF REPORTING PERSONS
Pura Vida Pro Special Opportunity Master Fund, LTD. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | |||
| (a) | ☐ | |||
(b) |
☒ | |||
| 3 | SEC USE ONLY
| |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||
Number of Shares Beneficially Owned By Each Reporting Person With |
5 | SOLE VOTING POWER
0 | ||
| 6 | SHARED VOTING POWER
9,036,849 shares (1)* | |||
| 7 | SOLE DISPOSITIVE POWER
0 shares | |||
| 8 | SHARED DISPOSITIVE POWER
9,036,849 shares (1)* | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,036,849 shares (1)* | |||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | |||
Not applicable.
|
☐ | |||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.2% (2)* | |||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||
| (1) | Includes (a) an aggregate of 7,504,605 Shares issuable upon conversion of the outstanding principal and accrued interest of senior secured convertible notes as of August 17, 2021 (excluding interest accrued thereafter) and (b) an aggregate of 1,532,244 Shares issuable upon exercise of warrants. |
| (2) | Calculated based on 764,483,423 Shares outstanding as of August 17, 2021, as provided to the Reporting Persons by the Issuer. |
Page 5 of 10
Explanatory Note
This Amendment No. 1 to Schedule 13G amends and restates the Schedule 13G filed by (the “Reporting Persons”) Pura Vida Investments, LLC (“PVI”), Efrem Kamen, Pura Vida Master Fund, LTD. (the “PV Master Fund”), and Pura Vida Pro Special Opportunity Master Fund, LTD. (the “PVP Master Fund”), relating to the Shares of MedMen Enterprises Inc., a British Columbia corporation (the “Issuer”). On August 17, 2021, the PV Master Fund and the PVP Master Fund sold an aggregate of approximately $19.6 million of principal balance of senior secured convertible notes (the “Notes”) and 11,856,650 warrants, and in connection therewith, entered into a Fourth Amended and Restated Securities Purchase Agreement, pursuant to which amended and restated Notes were issued, extending the maturity dates on the Notes from April 23, 2022 to August 17, 2028.
| Item 1. | (a) | Name of Issuer: | |
| MedMen Enterprises Inc. | |||
| (b) | Address of Issuer’s Principal Executive Offices: | ||
| 10115
Jefferson Boulevard Culver City, CA 90232 |
|||
| Item 2. | (a) | Name of Persons Filing: | |
| Pura Vida Investments, LLC | |||
| Efrem Kamen | |||
| Pura
Vida Master Fund, LTD. Pura Vida Pro Special Opportunity Master Fund, LTD. |
|||
| (b) | Address of Principal Business Office or, if none, Residence: | ||
| Pura Vida Investments, LLC | |||
| Efrem Kamen | |||
| 512 W 22nd St, 7th Floor | |||
| New York NY 10011 | |||
| Pura Vida Master Fund, LTD. | |||
| c/o Walkers Corporate Limited | |||
| 190 Elgin Avenue | |||
| George Town, Grand Cayman, KY1-9008 | |||
| Cayman Islands | |||
| Pura Vida Pro Special Opportunity Master Fund, LTD | |||
| c/o CO Services Cayman Limited | |||
| P.O. Box 10008, Willow House, Cricket Square | |||
| Grand Cayman, KY1-1001 | |||
| Cayman Islands | |||
| (c) | Citizenship: | ||
| Pura Vida Investments, LLC - Delaware | |||
| Efrem Kamen – United States | |||
| Pura Vida Master Fund, LTD. - Cayman Islands | |||
| Pura Vida Pro Special Opportunity Master Fund, LTD. - Cayman Islands | |||
| (d) | Title of Class of Securities: | ||
| Class B Subordinate Voting Shares, without par value | |||
| (e) | CUSIP Number: | ||
| 58507M107 |
Page 6 of 10
| Item 3. | If this statement is filed pursuant to §§240.13d-l(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | ☐ | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); | |
| (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8); | |
| (e) | ☒ | An investment adviser in accordance with § 240.13d-l(b)(l)(ii)(E); | |
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with § 240.13d-l(b)(l)(ii)(F); | |
| (g) | ☐ | A parent holding company or control person in accordance with § 240.13d-l(b)(l)(ii)(G); | |
| (h) | ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3); | |
| (j) | ☐ | A non-U.S. institution in accordance with § 240.13d-l(b)(l)(ii)(J); | |
| (k) | ☐ | Group, in accordance with § 240.13d-l(b)(l)(ii)(K). |
If filing as a non-U.S. institution in accordance with § 240.13d-l(b)(l)(ii)(J), please specify the type of institution:
| Item 4. | Ownership. |
The information set forth in Rows 5 through 11 on the cover page for each Reporting Person is hereby incorporated by reference into this Item 4 as set forth below:
| (a) | Amount beneficially owned:
See Row 9 of cover page for each Reporting Person. | ||
| (b) | Percent of class:
See Row 11 of cover page for each Reporting Person. | ||
| (c) | Number of shares as to which the person has:
See Row 9 of cover page for each Reporting Person. | ||
| (i) | Sole power to vote or to direct the vote
See Row 5 of cover page for each Reporting Person. | ||
| (ii) | Shared power to vote or to direct the vote
See Row 6 of cover page for each Reporting Person. | ||
Page 7 of 10
| (iii) | Sole power to dispose or to direct the disposition of
See Row 7 of cover page for each Reporting Person. | ||
| (iv) | Shared power to dispose or to direct the disposition of
See Row 8 of cover page for each Reporting Person. |
*Securities reported herein are held by the PV Master Fund, the PVP Master Fund, and certain separately managed accounts (the “Accounts”). PVI serves as the investment manager (or sub-adviser) to the PV Master Fund and the Accounts. Pura Vida Pro, LLC (“PVP”) serves as the investment manager to the PVP Master Fund. PVP is a relying adviser of PVI. Efrem Kamen serves as the managing member of both PVI and PVP. By virtue of these relationships, PVI and Efrem Kamen may be deemed to have shared voting and dispositive power with respect to the securities owned directly by the PV Master Fund, the PVP Master Fund, and the Accounts. This report 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 securities reported herein except to the extent of PVI’s and Efrem Kamen’s pecuniary interest therein, if any.
Amounts reported by the PV Master Fund include warrants exercisable for 399,960 shares held by the Accounts, to which PVI serves as sub-adviser.
The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 1, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.
| Item 5. | Ownership of Five Percent or Less of a Class: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒. |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Persons. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certification. |
Not applicable.
Page 8 of 10
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.
Dated: April 29, 2022
| PURA VIDA INVESTMENTS, LLC | PURA VIDA MASTER FUND, LTD. | |||
| By: | /s/ Efrem Kamen | By: | /s/ Efrem Kamen | |
| Name: | Efrem Kamen | Name: | Efrem Kamen | |
| Title: | Managing Member | Title: | Managing Member of Pura Vida Investments, LLC in its capacity as investment manager | |
| PURA VIDA PRO SPECIAL OPPORTUNITY MASTER FUND, LTD. | ||||
| By: | /s/ Efrem Kamen | By: | /s/ Efrem Kamen | |
| Name: | Efrem Kamen | EFREM KAMEN | ||
| Title: | Managing Member of Pura Vida Pro, LLC in its capacity as investment manager | |||
| Attention: | Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001) |
Page 9 of 10
JOINT FILING AGREEMENT
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G/A is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G/A may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
April 29, 2022
| PURA VIDA INVESTMENTS, LLC | PURA VIDA MASTER FUND, LTD. | |||
| By: | /s/ Efrem Kamen | By: | /s/ Efrem Kamen | |
| Name: | Efrem Kamen | Name: | Efrem Kamen | |
| Title: | Managing Member | Title: | Managing Member of Pura Vida Investments, LLC in its capacity as investment manager | |
| PURA VIDA PRO SPECIAL OPPORTUNITY MASTER FUND, LTD. | ||||
| By: | /s/ Efrem Kamen | By: | /s/ Efrem Kamen | |
| Name: | Efrem Kamen | EFREM KAMEN | ||
| Title: | Managing Member of Pura Vida Pro, LLC in its capacity as investment manager | |||
Page 10 of 10