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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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*
Wicklow Capital Inc.

(Last) (First) (Middle)
737 N. MICHIGAN AVENUE
SUITE 2100

(Street)
CHICAGO IL 60611

(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)
01/28/2021
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)
Code V Amount (A) or (D) Price
Class B Subordinate Voting Shares(1) 01/28/2021 S 488,899(2) D $0.2001(3) 18,851,033 I(4) By Milestone. See footnote 4.
Class B Subordinate Voting Shares(5) 01/29/2021 S 1,124,358(6) D $0.1985(7) 17,726,675 I By Milestone. See footnote 4.
Class B Subordinate Voting Shares 22,353,472 I By Clarence, LP. See footnote 4.
Class B Subordinate Voting Shares 6,395,433 I By Clarence, LP. See footnote 4.
Class B Subordinate Voting Shares 12,195,122 I By Milestone. See footnote 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Wicklow Capital Inc.

(Last) (First) (Middle)
737 N. MICHIGAN AVENUE
SUITE 2100

(Street)
CHICAGO IL 60611

(City) (State) (Zip)
1. Name and Address of Reporting Person*
DAN TIERNEY & DANIEL V. TIERNEY 2003 TRUST

(Last) (First) (Middle)
737 N. MICHIGAN AVENUE
SUITE 2100

(Street)
CHICAGO IL 60611

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Tierney Daniel

(Last) (First) (Middle)
737 N. MICHIGAN AVENUE
SUITE 2100

(Street)
CHICAGO IL 60611

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Milestone Investments, LP

(Last) (First) (Middle)
737 N. MICHIGAN AVENUE
SUITE 2100

(Street)
CHICAGO IL 60611

(City) (State) (Zip)
Explanation of Responses:
1. This Form 4 is being filed jointly by Wicklow Capital, Inc., an Illinois corporation ("Wicklow"), Milestone Investments, LP, an Alaska limited partnership ("Milestone"), the Dan Tierney & Daniel V. Tierney 2003 Trust (the "Trust"), and Daniel V. Tierney (collectively, the "Reporting Persons").
2. The aggregate number of Class B Subordinate Voting Shares ("Class B Shares") of Issuer sold on the same day at different prices, which are reported herein in Canadian dollars ("CAN$").
3. Represents the weighted average sales price. The Class B Shares were sold at prices ranging from CAN$0.20 to CAN$0.205 per share. Full information regarding the number of such shares sold at each price shall be provided to the Securities and Exchange Commission staff (the "Staff"), Issuer or any security holder, upon request.
4. Wicklow is the general partner of each of Milestone and Clarence, LP ("Clarence"). The Trust is the sole stockholder of Wicklow and the sole limited partner of Milestone and Clarence. Daniel V. Tierney is the trustee and sole beneficiary of the Trust and has voting and/or dispositive power over the securities of Issuer held by Wicklow, Milestone and Clarence. As a result, Daniel V. Tierney and the Trust may be deemed to indirectly beneficially own the securities of Issuer held by Wicklow, Milestone and Clarence. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest, if any, therein.
5. See footnote 1.
6. See footnote 2.
7. Represents the weighted average sales price. The Class B Shares were sold at prices ranging from CAN$0.195 to CAN$0.2012 per share. Full information regarding the number of such shares sold at each price shall be provided to the Staff, Issuer or any security holder, upon request.
Remarks:
/s/ Emma Cuadrado, Secretary 02/01/2021
/s/ Daniel V. Tierney 02/01/2021
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.