Tilray Brands, Inc. - Aug 17, 2021 Form 3 Insider Report for MedMen Enterprises, Inc. (MMNFF)

Role: 10%+ Owner
Signature: /s/ Mitchell Gendel, authorized officer
Stock symbol: MMNFF
Transactions as of: Aug 17, 2021
Transactions value $: $0
Form type: 3
Date filed: 12/17/2021, 03:41 PM

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	MMNFF	Convertible Note	Aug 17, 2021	Class B Subordinate Voting Shares	20.9 M	$0.15	See Footnote	F1
holding	MMNFF	Convertible Note	Aug 17, 2021	Class B Subordinate Voting Shares	26.3 M	$0.17	See Footnote	F1
holding	MMNFF	Convertible Note	Aug 17, 2021	Class B Subordinate Voting Shares	24.4 M	$0.34	See Footnote	F1
holding	MMNFF	Convertible Note	Aug 17, 2021	Class B Subordinate Voting Shares	89.8 M	$0.15	See Footnote	F1
holding	MMNFF	Convertible Note	Aug 17, 2021	Class B Subordinate Voting Shares	113 M	$0.17	See Footnote	F1
holding	MMNFF	Convertible Note	Aug 17, 2021	Class B Subordinate Voting Shares	105 M	$0.34	See Footnote	F1
holding	MMNFF	Convertible Note	Aug 17, 2021	Class B Subordinate Voting Shares	29.2 M	$0.15	See Footnote	F1
holding	MMNFF	Convertible Note	Aug 17, 2021	Class B Subordinate Voting Shares	36.8 M	$0.17	See Footnote	F1
holding	MMNFF	Convertible Note	Aug 17, 2021	Class B Subordinate Voting Shares	34.2 M	$0.34	See Footnote	F1
holding	MMNFF	Convertible Note	Aug 17, 2021	Class B Subordinate Voting Shares	21.4 M	$0.15	See Footnote	F1
holding	MMNFF	Convertible Note	Aug 17, 2021	Class B Subordinate Voting Shares	26.9 M	$0.17	See Footnote	F1
holding	MMNFF	Convertible Note	Aug 17, 2021	Class B Subordinate Voting Shares	25 M	$0.34	See Footnote	F1
holding	MMNFF	Convertible Note	Aug 17, 2021	Class B Subordinate Voting Shares	11.3 M	$0.15	See Footnote	F1
holding	MMNFF	Convertible Note	Aug 17, 2021	Class B Subordinate Voting Shares	14.2 M	$0.17	See Footnote	F1
holding	MMNFF	Convertible Note	Aug 17, 2021	Class B Subordinate Voting Shares	13.2 M	$0.34	See Footnote	F1
holding	MMNFF	Convertible Note	Aug 17, 2021	Class B Subordinate Voting Shares	112 M	$0.15	See Footnote	F1
holding	MMNFF	Convertible Note	Aug 17, 2021	Class B Subordinate Voting Shares	14.9 M	$0.15	See Footnote	F1
holding	MMNFF	Convertible Note	Aug 17, 2021	Class B Subordinate Voting Shares	5.37 M	$0.28	See Footnote	F1
holding	MMNFF	Convertible Note	Aug 17, 2021	Class B Subordinate Voting Shares	28.9 M	$0.15	See Footnote	F1
holding	MMNFF	Convertible Note	Aug 17, 2021	Class B Subordinate Voting Shares	53.4 M	$0.16	See Footnote	F1

Explanation of Responses:

Id	Content
F1	The convertible notes and warrants are owned directly by Superhero Acquisition L.P. ("LP"). Superhero Acquisition Corp. ("Corp.") is the general partner of LP. Tilray, Inc. ("Tilray") owns approximately two-thirds of the outstanding equity interests in Corp. and approximately two-thirds of the outstanding equity interest in LP. Accordingly, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Tilray may be deemed a beneficial owner with respect to securities held of record by LP and has shared voting and investment power with respect to such securities. Tilray disclaims beneficial ownership of these 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.

Content

The convertible notes and warrants are owned directly by Superhero Acquisition L.P. ("LP"). Superhero Acquisition Corp. ("Corp.") is the general partner of LP. Tilray, Inc. ("Tilray") owns approximately two-thirds of the outstanding equity interests in Corp. and approximately two-thirds of the outstanding equity interest in LP. Accordingly, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Tilray may be deemed a beneficial owner with respect to securities held of record by LP and has shared voting and investment power with respect to such securities. Tilray disclaims beneficial ownership of these 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.

Remarks:

This Form 3 is one of two Form 3s filed relating to the same event. This Form 3 has been split into two filings because there are more than 30 derivative securities beneficially owned, and the SEC's EDGAR filing system limits a single Form 3 to a maximum of 30 rows per table. This filing relates to transactions that occurred on August 17, 2021, which were previously disclosed by Tilray in its Current Report on Form 8-K filed on August 18, 2021. As of the date of this filing, Tilray has not executed any transactions in MedMen Enterprises, Inc. securities since August 17, 2021.