SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

PURA VIDA INVESTMENTS, LLC

(Last)

(First)

(Middle)

512 W 22ND STREET

7TH FLOOR

(Street)

NEW YORK

10011

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
11/18/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Senior Secured Convertible Note	$2.55	11/18/2020		H⁽¹⁾			$218,316.84	⁽²⁾	04/23/2022	Class B Subordinate Voting Shares	1,168,132⁽³⁾	⁽¹⁾	$2,760,421.29	I	By Pura Vida Master Fund, LTD.⁽⁴⁾⁽⁵⁾
Senior Secured Convertible Note	$0.26	11/18/2020		H⁽¹⁾			$116,955.45	⁽²⁾	04/23/2022	Class B Subordinate Voting Shares	20,160,339⁽³⁾	⁽¹⁾	$5,124,732.91	I	By Pura Vida Master Fund, LTD.⁽⁴⁾⁽⁵⁾
Senior Secured Convertible Note	$0.34	11/18/2020		H⁽¹⁾			$405,445.56	⁽²⁾	04/23/2022	Class B Subordinate Voting Shares	24,783,779⁽³⁾	⁽¹⁾	$8,021,039.35	I	By Pura Vida Master Fund, LTD.⁽⁴⁾⁽⁵⁾
Senior Secured Convertible Note	$0.2	11/18/2020		H⁽¹⁾			$38,985.15	⁽²⁾	04/23/2022	Class B Subordinate Voting Shares	4,051,194⁽³⁾	⁽¹⁾	$771,253.78	I	By Pura Vida Master Fund, LTD.⁽⁴⁾⁽⁵⁾
Senior Secured Convertible Note	$2.55	11/18/2020		H⁽¹⁾			$68,942.16	⁽²⁾	04/23/2022	Class B Subordinate Voting Shares	368,883⁽³⁾	⁽¹⁾	$871,711.99	I	By Pura Vida Pro Special Oppportunity Master Fund, LTD.⁽⁴⁾⁽⁵⁾
Senior Secured Convertible Note	$0.26	11/18/2020		H⁽¹⁾			$36,933.3	⁽²⁾	04/23/2022	Class B Subordinate Voting Shares	6,366,423⁽³⁾	⁽¹⁾	$1,618,336.74	I	By Pura Vida Pro Special Oppportunity Master Fund, LTD.⁽⁴⁾⁽⁵⁾
Senior Secured Convertible Note	$0.34	11/18/2020		H⁽¹⁾			$128,035.44	⁽²⁾	04/23/2022	Class B Subordinate Voting Shares	7,826,456⁽³⁾	⁽¹⁾	$2,532,959.88	I	By Pura Vida Pro Special Oppportunity Master Fund, LTD.⁽⁴⁾⁽⁵⁾
Senior Secured Convertible Note	$0.2	11/18/2020		H⁽¹⁾			$12,311.1	⁽²⁾	04/23/2022	Class B Subordinate Voting Shares	1,279,324⁽³⁾	⁽¹⁾	$243,553.84	I	By Pura Vida Pro Special Oppportunity Master Fund, LTD.⁽⁴⁾⁽⁵⁾

1. Name and Address of Reporting Person^*

PURA VIDA INVESTMENTS, LLC

(Last)

(First)

(Middle)

512 W 22ND STREET

7TH FLOOR

(Street)

NEW YORK

10011

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Pura Vida Master Fund, LTD

(Last)

(First)

(Middle)

C/O WALKERS CORPORATE LIMITED

190 ELGIN AVENUE

(Street)

GEORGE TOWN, GRAND CAYMAN

KY1-9008

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Kamen Efrem

(Last)

(First)

(Middle)

C/O PURA VIDA INVESTMENTS, LLC

512 W 22ND STREET, 7TH FLOOR

(Street)

NEW YORK

10011

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. On November 18, 2020, the Issuer made a partial prepayment on the Senior Secured Convertible Note (the "Note").

2. Currently exercisable.

3. Represents the number of Class B Subordinate Voting Shares (the "Shares") issuable upon conversion of the outstanding principal amount of the Note prior to the partial prepayment on November 18, 2020. The ultimate number of Shares issuable upon conversion may vary based on the accrued interest payable on the Note at the time of conversion.

4. The reporting persons (the "Reporting Persons") are Pura Vida Investments, LLC ("PVI"), Pura Vida Master Fund, LTD. (the "PV Master Fund"), and Efrem Kamen. PVI serves as the investment manager to the PV Master Fund. Pura Vida Pro, LLC ("PVP") serves as the investment manager to Pura Vida Pro Special Opportunity Master Fund, LTD. PVP is a relying adviser of PVI. Efrem Kamen serves as the managing member of both PVI and PVP.

5. This Form 4 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 the Reporting Person's pecuniary interest, if any, therein.

Remarks:

	/s/ Efrem Kamen	04/29/2022
	/s/ Efrem Kamen	04/29/2022
	/s/ Efrem Kamen	04/29/2022
	** Signature of Reporting Person	Date
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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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