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Gotham Green Partners LLC

Disclosed activity across 3 companies

Tapewire entity
93749
SEC CIK
0001796617

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Reported relationships

Latest disclosed role at each company.

CompanyLast reported asReport datePublished
MedMen Enterprises, Inc.MMNFF · Entity 9462810% ownerMarch 04, 2022March 08, 2022
iANTHUS CAPITAL HOLDINGS, INC.ITHUF · Entity 738710% ownerFebruary 26, 2024February 28, 2024

Disclosed balances

About these balances

Latest available filing per company, not a reconstructed current portfolio. Matching sequences show the last reported balance with all source rows expandable; grouping alone does not establish account ownership. Do not add unresolved positions together. Filings may omit unchanged positions, and amendments may correct only part of an older disclosure. Jointly reported shares are not necessarily this owner's personal holdings.

MedMen Enterprises, Inc.

Report date March 04, 2022 · Filed March 08, 2022

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Top-Up WarrantSEC Table II · derivative / convertible security · Conversion / exercise price $0.16IndirectBy Gotham Green Fund 1 HoldCo, LLC31,355 Reported balance After 2022-03-04 transaction · row 1 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 1 · 2022-03-04 · Other · Acquired 31,355 · Balance 31,355

F1: Top-Up Warrants exercisable for Class B Subordinate Voting Shares ("Shares") were issued by MedMen Enterprises Inc. ("MedMen") pursuant to the terms of the Fourth Amended and Restated Securities Purchase Agreement dated August 17, 2021 (the "Convertible Facility") in connection with the issuance of Shares by MedMen as part of the Sixth Modification to its Senior Secured Commercial Loan Agreement, which automatically triggered the right of holders of convertible notes issued under the Convertible Facility to be issued on an involuntary basis five-year warrants in order to maintain their pro rata ownership interest (on a partially diluted basis) in Shares.

F2: The Top-Up Warrants expire on the earlier of the date that is (i) February 2, 2027, and (ii) the date that is the later of (A) 90 days after the Triggering Event (as defined in the Convertible Facility), or (B) if later than the date determined pursuant to the immediately preceding clause (A), 90 days after the issuance of all Shares issued pursuant to the Top-Up Warrant Triggering Event (as defined therein).

F3: 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. The Filer disclaims beneficial ownership of these securities except to the extent of the Filer's pecuniary interest therein.

F4: Amounts reported are held indirectly by the following 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).

Top-Up WarrantSEC Table II · derivative / convertible security · Conversion / exercise price $0.16IndirectBy Gotham Green Fund 1 (Q) HoldCo, LLC125,439 Reported balance After 2022-03-04 transaction · row 2 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 2 · 2022-03-04 · Other · Acquired 125,439 · Balance 125,439

F1: Top-Up Warrants exercisable for Class B Subordinate Voting Shares ("Shares") were issued by MedMen Enterprises Inc. ("MedMen") pursuant to the terms of the Fourth Amended and Restated Securities Purchase Agreement dated August 17, 2021 (the "Convertible Facility") in connection with the issuance of Shares by MedMen as part of the Sixth Modification to its Senior Secured Commercial Loan Agreement, which automatically triggered the right of holders of convertible notes issued under the Convertible Facility to be issued on an involuntary basis five-year warrants in order to maintain their pro rata ownership interest (on a partially diluted basis) in Shares.

F2: The Top-Up Warrants expire on the earlier of the date that is (i) February 2, 2027, and (ii) the date that is the later of (A) 90 days after the Triggering Event (as defined in the Convertible Facility), or (B) if later than the date determined pursuant to the immediately preceding clause (A), 90 days after the issuance of all Shares issued pursuant to the Top-Up Warrant Triggering Event (as defined therein).

F3: 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. The Filer disclaims beneficial ownership of these securities except to the extent of the Filer's pecuniary interest therein.

F4: Amounts reported are held indirectly by the following 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).

Top-Up WarrantSEC Table II · derivative / convertible security · Conversion / exercise price $0.16IndirectBy Gotham Green Fund II HoldCo, LLC57,859 Reported balance After 2022-03-04 transaction · row 3 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 3 · 2022-03-04 · Other · Acquired 57,859 · Balance 57,859

F1: Top-Up Warrants exercisable for Class B Subordinate Voting Shares ("Shares") were issued by MedMen Enterprises Inc. ("MedMen") pursuant to the terms of the Fourth Amended and Restated Securities Purchase Agreement dated August 17, 2021 (the "Convertible Facility") in connection with the issuance of Shares by MedMen as part of the Sixth Modification to its Senior Secured Commercial Loan Agreement, which automatically triggered the right of holders of convertible notes issued under the Convertible Facility to be issued on an involuntary basis five-year warrants in order to maintain their pro rata ownership interest (on a partially diluted basis) in Shares.

F2: The Top-Up Warrants expire on the earlier of the date that is (i) February 2, 2027, and (ii) the date that is the later of (A) 90 days after the Triggering Event (as defined in the Convertible Facility), or (B) if later than the date determined pursuant to the immediately preceding clause (A), 90 days after the issuance of all Shares issued pursuant to the Top-Up Warrant Triggering Event (as defined therein).

F3: 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. The Filer disclaims beneficial ownership of these securities except to the extent of the Filer's pecuniary interest therein.

F4: Amounts reported are held indirectly by the following 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).

Top-Up WarrantSEC Table II · derivative / convertible security · Conversion / exercise price $0.16IndirectBy Gotham Green Fund II (Q) HoldCo, LLC336,757 Reported balance After 2022-03-04 transaction · row 4 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 4 · 2022-03-04 · Other · Acquired 336,757 · Balance 336,757

F1: Top-Up Warrants exercisable for Class B Subordinate Voting Shares ("Shares") were issued by MedMen Enterprises Inc. ("MedMen") pursuant to the terms of the Fourth Amended and Restated Securities Purchase Agreement dated August 17, 2021 (the "Convertible Facility") in connection with the issuance of Shares by MedMen as part of the Sixth Modification to its Senior Secured Commercial Loan Agreement, which automatically triggered the right of holders of convertible notes issued under the Convertible Facility to be issued on an involuntary basis five-year warrants in order to maintain their pro rata ownership interest (on a partially diluted basis) in Shares.

F2: The Top-Up Warrants expire on the earlier of the date that is (i) February 2, 2027, and (ii) the date that is the later of (A) 90 days after the Triggering Event (as defined in the Convertible Facility), or (B) if later than the date determined pursuant to the immediately preceding clause (A), 90 days after the issuance of all Shares issued pursuant to the Top-Up Warrant Triggering Event (as defined therein).

F3: 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. The Filer disclaims beneficial ownership of these securities except to the extent of the Filer's pecuniary interest therein.

F4: Amounts reported are held indirectly by the following 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).

Top-Up WarrantSEC Table II · derivative / convertible security · Conversion / exercise price $0.16IndirectBy Gotham Green Partners SPV IV HoldCo, LLC565,890 Reported balance After 2022-03-04 transaction · row 5 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 5 · 2022-03-04 · Other · Acquired 565,890 · Balance 565,890

F1: Top-Up Warrants exercisable for Class B Subordinate Voting Shares ("Shares") were issued by MedMen Enterprises Inc. ("MedMen") pursuant to the terms of the Fourth Amended and Restated Securities Purchase Agreement dated August 17, 2021 (the "Convertible Facility") in connection with the issuance of Shares by MedMen as part of the Sixth Modification to its Senior Secured Commercial Loan Agreement, which automatically triggered the right of holders of convertible notes issued under the Convertible Facility to be issued on an involuntary basis five-year warrants in order to maintain their pro rata ownership interest (on a partially diluted basis) in Shares.

F2: The Top-Up Warrants expire on the earlier of the date that is (i) February 2, 2027, and (ii) the date that is the later of (A) 90 days after the Triggering Event (as defined in the Convertible Facility), or (B) if later than the date determined pursuant to the immediately preceding clause (A), 90 days after the issuance of all Shares issued pursuant to the Top-Up Warrant Triggering Event (as defined therein).

F3: 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. The Filer disclaims beneficial ownership of these securities except to the extent of the Filer's pecuniary interest therein.

F4: Amounts reported are held indirectly by the following 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).

Top-Up WarrantSEC Table II · derivative / convertible security · Conversion / exercise price $0.16IndirectBy Gotham Green Partners SPV VI HoldCo, LLC354,827 Reported balance After 2022-03-04 transaction · row 6 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 6 · 2022-03-04 · Other · Acquired 354,827 · Balance 354,827

F1: Top-Up Warrants exercisable for Class B Subordinate Voting Shares ("Shares") were issued by MedMen Enterprises Inc. ("MedMen") pursuant to the terms of the Fourth Amended and Restated Securities Purchase Agreement dated August 17, 2021 (the "Convertible Facility") in connection with the issuance of Shares by MedMen as part of the Sixth Modification to its Senior Secured Commercial Loan Agreement, which automatically triggered the right of holders of convertible notes issued under the Convertible Facility to be issued on an involuntary basis five-year warrants in order to maintain their pro rata ownership interest (on a partially diluted basis) in Shares.

F2: The Top-Up Warrants expire on the earlier of the date that is (i) February 2, 2027, and (ii) the date that is the later of (A) 90 days after the Triggering Event (as defined in the Convertible Facility), or (B) if later than the date determined pursuant to the immediately preceding clause (A), 90 days after the issuance of all Shares issued pursuant to the Top-Up Warrant Triggering Event (as defined therein).

F3: 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. The Filer disclaims beneficial ownership of these securities except to the extent of the Filer's pecuniary interest therein.

F4: Amounts reported are held indirectly by the following 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).

Filing footnotes · ownership attribution and instrument terms

F1: Top-Up Warrants exercisable for Class B Subordinate Voting Shares ("Shares") were issued by MedMen Enterprises Inc. ("MedMen") pursuant to the terms of the Fourth Amended and Restated Securities Purchase Agreement dated August 17, 2021 (the "Convertible Facility") in connection with the issuance of Shares by MedMen as part of the Sixth Modification to its Senior Secured Commercial Loan Agreement, which automatically triggered the right of holders of convertible notes issued under the Convertible Facility to be issued on an involuntary basis five-year warrants in order to maintain their pro rata ownership interest (on a partially diluted basis) in Shares.

F2: The Top-Up Warrants expire on the earlier of the date that is (i) February 2, 2027, and (ii) the date that is the later of (A) 90 days after the Triggering Event (as defined in the Convertible Facility), or (B) if later than the date determined pursuant to the immediately preceding clause (A), 90 days after the issuance of all Shares issued pursuant to the Top-Up Warrant Triggering Event (as defined therein).

F3: 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. The Filer disclaims beneficial ownership of these securities except to the extent of the Filer's pecuniary interest therein.

F4: Amounts reported are held indirectly by the following 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).

iANTHUS CAPITAL HOLDINGS, INC.

Report date February 26, 2024 · Filed February 28, 2024

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common SharesSEC Table I · non-derivativeIndirectBy Gotham Green Fund II, L.P.61,824,757 Reported balance After 2024-02-26 transaction · row 1 Account identity is unresolved; indirect or unspecified ownership is not merged.
1 source row

Row 1 · 2024-02-26 · Other · Acquired 4,500,467 · Balance 61,824,757

F1: Shares were issued as payment of a fee in connection with an amendment, dated February 20, 2024 (the "Amendment"), to secured bridge notes originally issued by a wholly-owned subsidiary of Issuer on February 2, 2021.

F2: Shares were issued based on a price per share equal to the volume-weighted average trading price of the Common Shares on the Canadian Securities Exchange for the 20 consecutive trading days immediately prior to the date of the Amendment.

F3: Gotham Green Partners, LLC, of which Jason Adler is the managing member, is the SEC registered investment adviser to the Gotham funds, including Gotham Green Fund II, L.P. and Gotham Green Fund II (Q), L.P. Gotham Green GP II, LLC is the general partner of Gotham Green Fund II, L.P. and Gotham Green Fund II (Q), L.P. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of any pecuniary interest therein.

Common SharesSEC Table I · non-derivativeIndirectBy Gotham Green Fund II (Q), L.P.359,610,209 Reported balance After 2024-02-26 transaction · row 2 Account identity is unresolved; indirect or unspecified ownership is not merged.
1 source row

Row 2 · 2024-02-26 · Other · Acquired 26,156,669 · Balance 359,610,209

F1: Shares were issued as payment of a fee in connection with an amendment, dated February 20, 2024 (the "Amendment"), to secured bridge notes originally issued by a wholly-owned subsidiary of Issuer on February 2, 2021.

F2: Shares were issued based on a price per share equal to the volume-weighted average trading price of the Common Shares on the Canadian Securities Exchange for the 20 consecutive trading days immediately prior to the date of the Amendment.

F4: See footnote 3.

Filing footnotes · ownership attribution and instrument terms

F1: Shares were issued as payment of a fee in connection with an amendment, dated February 20, 2024 (the "Amendment"), to secured bridge notes originally issued by a wholly-owned subsidiary of Issuer on February 2, 2021.

F2: Shares were issued based on a price per share equal to the volume-weighted average trading price of the Common Shares on the Canadian Securities Exchange for the 20 consecutive trading days immediately prior to the date of the Amendment.

F3: Gotham Green Partners, LLC, of which Jason Adler is the managing member, is the SEC registered investment adviser to the Gotham funds, including Gotham Green Fund II, L.P. and Gotham Green Fund II (Q), L.P. Gotham Green GP II, LLC is the general partner of Gotham Green Fund II, L.P. and Gotham Green Fund II (Q), L.P. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of any pecuniary interest therein.

F4: See footnote 3.

Past disclosures · reporting ended (1)

No longer tracked through insider filings. These historical balances do not imply present ownership or a zero position.

GrowGeneration Corp.

Report date July 06, 2020 · Filed July 07, 2020

Section 16 reporting ended · disclosed 2020-07-07. Current position is not established by this disclosure.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common StockSEC Table I · non-derivativeIndirectBy Gotham Green Fund 1 (Q), L.P.1,841,162 Reported balance Holding disclosure · report date 2020-07-06 · row 1 Holding and transaction disclosures are not merged.
1 source row

Row 1 · Balance 1,841,162

F2: 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 LP and Gotham Green Fund 1 (Q) LP. Gotham Green GP II LLC is the general partner to Gotham Green Fund II LP and Gotham Green Fund II (Q) LP.

Common StockSEC Table I · non-derivativeIndirectBy Gotham Green Fund 1, L.P.460,216 Reported balance Holding disclosure · report date 2020-07-06 · row 2 Holding and transaction disclosures are not merged.
1 source row

Row 2 · Balance 460,216

F1: On July 2, 2020, the Reporting Person filed a Form 4 reporting ownership of 459,216 shares held by Gotham Green Fund 1, L.P. (the "Prior Report"). The Prior Report inadvertently understated by 1,000 shares the total number of shares beneficially owned following the reported transaction. The total number of securities set forth in Column 5 of this Form 4 corrects the error in the Prior Report.

F2: 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 LP and Gotham Green Fund 1 (Q) LP. Gotham Green GP II LLC is the general partner to Gotham Green Fund II LP and Gotham Green Fund II (Q) LP.

Common StockSEC Table I · non-derivativeIndirectBy Gotham Green Fund I1 (Q), L.P.1,101,135 Reported balance Holding disclosure · report date 2020-07-06 · row 3 Holding and transaction disclosures are not merged.
1 source row

Row 3 · Balance 1,101,135

F2: 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 LP and Gotham Green Fund 1 (Q) LP. Gotham Green GP II LLC is the general partner to Gotham Green Fund II LP and Gotham Green Fund II (Q) LP.

Common StockSEC Table I · non-derivativeIndirectBy Gotham Green Fund II, L.P.189,187 Reported balance Holding disclosure · report date 2020-07-06 · row 4 Holding and transaction disclosures are not merged.
1 source row

Row 4 · Balance 189,187

F2: 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 LP and Gotham Green Fund 1 (Q) LP. Gotham Green GP II LLC is the general partner to Gotham Green Fund II LP and Gotham Green Fund II (Q) LP.

Filing footnotes · ownership attribution and instrument terms

F1: On July 2, 2020, the Reporting Person filed a Form 4 reporting ownership of 459,216 shares held by Gotham Green Fund 1, L.P. (the "Prior Report"). The Prior Report inadvertently understated by 1,000 shares the total number of shares beneficially owned following the reported transaction. The total number of securities set forth in Column 5 of this Form 4 corrects the error in the Prior Report.

F2: 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 LP and Gotham Green Fund 1 (Q) LP. Gotham Green GP II LLC is the general partner to Gotham Green Fund II LP and Gotham Green Fund II (Q) LP.

Transaction history

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Purchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”

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Transaction dateCompanyActivity / securityShares / unitsReported priceReported valueDetails
February 26, 2024 Filed Feb 28, 2024 22:11 UTC iANTHUS CAPITAL HOLDINGS, INC. ITHUF · Entity 7387 OtherCommon Shares 26,156,669 Not disclosed Not disclosed
Disclosure

SEC source: 0001213900-24-018110 · marketforms-64959.xml · nonDerivative · entry 2

Gotham Green Partners LLC · CIK 0001796617 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By Gotham Green Fund II (Q), L.P.

Disclosed balance after: 359,610,209

F1 · kind: Shares were issued as payment of a fee in connection with an amendment, dated February 20, 2024 (the "Amendment"), to secured bridge notes originally issued by a wholly-owned subsidiary of Issuer on February 2, 2021.

F2 · price: Shares were issued based on a price per share equal to the volume-weighted average trading price of the Common Shares on the Canadian Securities Exchange for the 20 consecutive trading days immediately prior to the date of the Amendment.

F4 · ownership.direct: See footnote 3.

Read SEC document
February 26, 2024 Filed Feb 28, 2024 22:11 UTC iANTHUS CAPITAL HOLDINGS, INC. ITHUF · Entity 7387 OtherCommon Shares 4,500,467 Not disclosed Not disclosed
Disclosure

SEC source: 0001213900-24-018110 · marketforms-64959.xml · nonDerivative · entry 1

Gotham Green Partners LLC · CIK 0001796617 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By Gotham Green Fund II, L.P.

Disclosed balance after: 61,824,757

F1 · kind: Shares were issued as payment of a fee in connection with an amendment, dated February 20, 2024 (the "Amendment"), to secured bridge notes originally issued by a wholly-owned subsidiary of Issuer on February 2, 2021.

F2 · price: Shares were issued based on a price per share equal to the volume-weighted average trading price of the Common Shares on the Canadian Securities Exchange for the 20 consecutive trading days immediately prior to the date of the Amendment.

F3 · ownership.direct: Gotham Green Partners, LLC, of which Jason Adler is the managing member, is the SEC registered investment adviser to the Gotham funds, including Gotham Green Fund II, L.P. and Gotham Green Fund II (Q), L.P. Gotham Green GP II, LLC is the general partner of Gotham Green Fund II, L.P. and Gotham Green Fund II (Q), L.P. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of any pecuniary interest therein.

Read SEC document
December 28, 2022 Filed Dec 29, 2022 21:10 UTC iANTHUS CAPITAL HOLDINGS, INC. ITHUF · Entity 7387 SaleCommon Shares 270,646 Not disclosed Not disclosed
Disclosure

SEC source: 0001829126-22-020593 · ownership.xml · nonDerivative · entry 3

Gotham Green Partners LLC · CIK 0001796617 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · Gotham Green Fund 1, L.P.

Disclosed balance after: 125,585,311

F1 · kind: Pursuant to a Securities Transfer Agreement dated December 28, 2022, the funds affiliated with Gotham Green Partners, LLC, as listed in this Form 4, assigned and transferred in a private transaction an aggregate of 4,116,051 common shares for a total purchase price of $10,000.00.

F1 · price: Pursuant to a Securities Transfer Agreement dated December 28, 2022, the funds affiliated with Gotham Green Partners, LLC, as listed in this Form 4, assigned and transferred in a private transaction an aggregate of 4,116,051 common shares for a total purchase price of $10,000.00.

F2 · ownership.nature: 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 Credit Partners GP 1, LLC is the general partner of Gotham Green Credit Partners SPV 1, L.P. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Sections 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of any pecuniary interest therein.

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December 28, 2022 Filed Dec 29, 2022 21:10 UTC iANTHUS CAPITAL HOLDINGS, INC. ITHUF · Entity 7387 SaleCommon Shares 1,082,759 Not disclosed Not disclosed
Disclosure

SEC source: 0001829126-22-020593 · ownership.xml · nonDerivative · entry 2

Gotham Green Partners LLC · CIK 0001796617 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · Gotham Green Fund 1 (Q), L.P.

Disclosed balance after: 502,419,744

F1 · kind: Pursuant to a Securities Transfer Agreement dated December 28, 2022, the funds affiliated with Gotham Green Partners, LLC, as listed in this Form 4, assigned and transferred in a private transaction an aggregate of 4,116,051 common shares for a total purchase price of $10,000.00.

F1 · price: Pursuant to a Securities Transfer Agreement dated December 28, 2022, the funds affiliated with Gotham Green Partners, LLC, as listed in this Form 4, assigned and transferred in a private transaction an aggregate of 4,116,051 common shares for a total purchase price of $10,000.00.

F2 · ownership.nature: 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 Credit Partners GP 1, LLC is the general partner of Gotham Green Credit Partners SPV 1, L.P. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Sections 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of any pecuniary interest therein.

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December 28, 2022 Filed Dec 29, 2022 21:10 UTC iANTHUS CAPITAL HOLDINGS, INC. ITHUF · Entity 7387 SaleCommon Shares 2,762,646 Not disclosed Not disclosed
Disclosure

SEC source: 0001829126-22-020593 · ownership.xml · nonDerivative · entry 1

Gotham Green Partners LLC · CIK 0001796617 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · Gotham Green Credit Partners SPV 1, L.P.

Disclosed balance after: 934,167,928

F1 · kind: Pursuant to a Securities Transfer Agreement dated December 28, 2022, the funds affiliated with Gotham Green Partners, LLC, as listed in this Form 4, assigned and transferred in a private transaction an aggregate of 4,116,051 common shares for a total purchase price of $10,000.00.

F1 · price: Pursuant to a Securities Transfer Agreement dated December 28, 2022, the funds affiliated with Gotham Green Partners, LLC, as listed in this Form 4, assigned and transferred in a private transaction an aggregate of 4,116,051 common shares for a total purchase price of $10,000.00.

F2 · ownership.nature: 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 Credit Partners GP 1, LLC is the general partner of Gotham Green Credit Partners SPV 1, L.P. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Sections 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of any pecuniary interest therein.

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June 24, 2022 Filed Jun 28, 2022 22:59 UTC iANTHUS CAPITAL HOLDINGS, INC. ITHUF · Entity 7387 OtherWarrant · Derivative 5,120,097 Not disclosed Strike: $1.67 Not disclosed
Disclosure

SEC source: 0001829126-22-013915 · ownership.xml · derivative · entry 19

Gotham Green Partners LLC · CIK 0001796617 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Gotham Green Partners SPV V, L.P.

Disclosed balance after: 0

Underlying: Common Shares · 5,120,097 shares

Expires 2022-12-22

F1 · kind: On June 24, 2022, iAnthus Capital Holdings, Inc. issued Common Shares to the funds affiliated with Gotham Green Partners, LLC, as listed in this Form 4, in connection with the recapitalization transaction set forth in the Restructuring Support Agreement dated July 10, 2020, and amended on June 15, 2021, and the Plan of Arrangement, which was approved by the Supreme Court of British Columbia on October 5, 2020.

F2 · kind: In exchange for the Common Shares, the outstanding principal amount (and accrued interest and fees) of pre-existing and matured 13% senior secured convertible debentures and 8% unsecured convertible debentures were each forgiven in part and were replaced with new non-convertible 8% unsecured debentures and non-convertible 8% secured debentures (which also includes amounts outstanding under certain interim financing secured (non-convertible) notes that were also extinguished). Plus, all existing warrants to purchase common shares, were cancelled and extinguished.

F1 · price: On June 24, 2022, iAnthus Capital Holdings, Inc. issued Common Shares to the funds affiliated with Gotham Green Partners, LLC, as listed in this Form 4, in connection with the recapitalization transaction set forth in the Restructuring Support Agreement dated July 10, 2020, and amended on June 15, 2021, and the Plan of Arrangement, which was approved by the Supreme Court of British Columbia on October 5, 2020.

F2 · price: In exchange for the Common Shares, the outstanding principal amount (and accrued interest and fees) of pre-existing and matured 13% senior secured convertible debentures and 8% unsecured convertible debentures were each forgiven in part and were replaced with new non-convertible 8% unsecured debentures and non-convertible 8% secured debentures (which also includes amounts outstanding under certain interim financing secured (non-convertible) notes that were also extinguished). Plus, all existing warrants to purchase common shares, were cancelled and extinguished.

F4 · derivative.exercise_date: Currently Exercisable.

F3 · ownership.nature: 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 of Gotham Green Fund II, L.P. and Gotham Green Fund II (Q), L.P. Gotham Green Credit Partners GP 1, LLC is the general partner of Gotham Green Credit Partners SPV 1, L.P. Gotham Green Partners SPV V GP, LLC is the general partner of Gotham Green Partners SPV V, L.P. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Sections 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of any pecuniary interest therein.

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June 24, 2022 Filed Jun 28, 2022 22:59 UTC iANTHUS CAPITAL HOLDINGS, INC. ITHUF · Entity 7387 OtherTranche B Warrant · Derivative 2,165,914 Not disclosed Strike: $1.97 Not disclosed
Disclosure

SEC source: 0001829126-22-013915 · ownership.xml · derivative · entry 18

Gotham Green Partners LLC · CIK 0001796617 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Gotham Green Fund II (Q), L.P.

Disclosed balance after: 0

Underlying: Common Shares · 2,165,914 shares

Expires 2022-09-30

F1 · kind: On June 24, 2022, iAnthus Capital Holdings, Inc. issued Common Shares to the funds affiliated with Gotham Green Partners, LLC, as listed in this Form 4, in connection with the recapitalization transaction set forth in the Restructuring Support Agreement dated July 10, 2020, and amended on June 15, 2021, and the Plan of Arrangement, which was approved by the Supreme Court of British Columbia on October 5, 2020.

F2 · kind: In exchange for the Common Shares, the outstanding principal amount (and accrued interest and fees) of pre-existing and matured 13% senior secured convertible debentures and 8% unsecured convertible debentures were each forgiven in part and were replaced with new non-convertible 8% unsecured debentures and non-convertible 8% secured debentures (which also includes amounts outstanding under certain interim financing secured (non-convertible) notes that were also extinguished). Plus, all existing warrants to purchase common shares, were cancelled and extinguished.

F1 · price: On June 24, 2022, iAnthus Capital Holdings, Inc. issued Common Shares to the funds affiliated with Gotham Green Partners, LLC, as listed in this Form 4, in connection with the recapitalization transaction set forth in the Restructuring Support Agreement dated July 10, 2020, and amended on June 15, 2021, and the Plan of Arrangement, which was approved by the Supreme Court of British Columbia on October 5, 2020.

F2 · price: In exchange for the Common Shares, the outstanding principal amount (and accrued interest and fees) of pre-existing and matured 13% senior secured convertible debentures and 8% unsecured convertible debentures were each forgiven in part and were replaced with new non-convertible 8% unsecured debentures and non-convertible 8% secured debentures (which also includes amounts outstanding under certain interim financing secured (non-convertible) notes that were also extinguished). Plus, all existing warrants to purchase common shares, were cancelled and extinguished.

F4 · derivative.exercise_date: Currently Exercisable.

F3 · ownership.nature: 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 of Gotham Green Fund II, L.P. and Gotham Green Fund II (Q), L.P. Gotham Green Credit Partners GP 1, LLC is the general partner of Gotham Green Credit Partners SPV 1, L.P. Gotham Green Partners SPV V GP, LLC is the general partner of Gotham Green Partners SPV V, L.P. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Sections 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of any pecuniary interest therein.

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June 24, 2022 Filed Jun 28, 2022 22:59 UTC iANTHUS CAPITAL HOLDINGS, INC. ITHUF · Entity 7387 OtherTranche B Warrant · Derivative 372,157 Not disclosed Strike: $1.97 Not disclosed
Disclosure

SEC source: 0001829126-22-013915 · ownership.xml · derivative · entry 17

Gotham Green Partners LLC · CIK 0001796617 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Gotham Green Fund II, L.P.

Disclosed balance after: 0

Underlying: Common Shares · 372,157 shares

Expires 2022-09-30

F1 · kind: On June 24, 2022, iAnthus Capital Holdings, Inc. issued Common Shares to the funds affiliated with Gotham Green Partners, LLC, as listed in this Form 4, in connection with the recapitalization transaction set forth in the Restructuring Support Agreement dated July 10, 2020, and amended on June 15, 2021, and the Plan of Arrangement, which was approved by the Supreme Court of British Columbia on October 5, 2020.

F2 · kind: In exchange for the Common Shares, the outstanding principal amount (and accrued interest and fees) of pre-existing and matured 13% senior secured convertible debentures and 8% unsecured convertible debentures were each forgiven in part and were replaced with new non-convertible 8% unsecured debentures and non-convertible 8% secured debentures (which also includes amounts outstanding under certain interim financing secured (non-convertible) notes that were also extinguished). Plus, all existing warrants to purchase common shares, were cancelled and extinguished.

F1 · price: On June 24, 2022, iAnthus Capital Holdings, Inc. issued Common Shares to the funds affiliated with Gotham Green Partners, LLC, as listed in this Form 4, in connection with the recapitalization transaction set forth in the Restructuring Support Agreement dated July 10, 2020, and amended on June 15, 2021, and the Plan of Arrangement, which was approved by the Supreme Court of British Columbia on October 5, 2020.

F2 · price: In exchange for the Common Shares, the outstanding principal amount (and accrued interest and fees) of pre-existing and matured 13% senior secured convertible debentures and 8% unsecured convertible debentures were each forgiven in part and were replaced with new non-convertible 8% unsecured debentures and non-convertible 8% secured debentures (which also includes amounts outstanding under certain interim financing secured (non-convertible) notes that were also extinguished). Plus, all existing warrants to purchase common shares, were cancelled and extinguished.

F4 · derivative.exercise_date: Currently Exercisable.

F3 · ownership.nature: 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 of Gotham Green Fund II, L.P. and Gotham Green Fund II (Q), L.P. Gotham Green Credit Partners GP 1, LLC is the general partner of Gotham Green Credit Partners SPV 1, L.P. Gotham Green Partners SPV V GP, LLC is the general partner of Gotham Green Partners SPV V, L.P. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Sections 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of any pecuniary interest therein.

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June 24, 2022 Filed Jun 28, 2022 22:59 UTC iANTHUS CAPITAL HOLDINGS, INC. ITHUF · Entity 7387 OtherTranche B Warrant · Derivative 2,030,520 Not disclosed Strike: $1.97 Not disclosed
Disclosure

SEC source: 0001829126-22-013915 · ownership.xml · derivative · entry 16

Gotham Green Partners LLC · CIK 0001796617 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Gotham Green Fund 1 (Q), L.P.

Disclosed balance after: 0

Underlying: Common Shares · 2,030,520 shares

Expires 2022-09-30

F1 · kind: On June 24, 2022, iAnthus Capital Holdings, Inc. issued Common Shares to the funds affiliated with Gotham Green Partners, LLC, as listed in this Form 4, in connection with the recapitalization transaction set forth in the Restructuring Support Agreement dated July 10, 2020, and amended on June 15, 2021, and the Plan of Arrangement, which was approved by the Supreme Court of British Columbia on October 5, 2020.

F2 · kind: In exchange for the Common Shares, the outstanding principal amount (and accrued interest and fees) of pre-existing and matured 13% senior secured convertible debentures and 8% unsecured convertible debentures were each forgiven in part and were replaced with new non-convertible 8% unsecured debentures and non-convertible 8% secured debentures (which also includes amounts outstanding under certain interim financing secured (non-convertible) notes that were also extinguished). Plus, all existing warrants to purchase common shares, were cancelled and extinguished.

F1 · price: On June 24, 2022, iAnthus Capital Holdings, Inc. issued Common Shares to the funds affiliated with Gotham Green Partners, LLC, as listed in this Form 4, in connection with the recapitalization transaction set forth in the Restructuring Support Agreement dated July 10, 2020, and amended on June 15, 2021, and the Plan of Arrangement, which was approved by the Supreme Court of British Columbia on October 5, 2020.

F2 · price: In exchange for the Common Shares, the outstanding principal amount (and accrued interest and fees) of pre-existing and matured 13% senior secured convertible debentures and 8% unsecured convertible debentures were each forgiven in part and were replaced with new non-convertible 8% unsecured debentures and non-convertible 8% secured debentures (which also includes amounts outstanding under certain interim financing secured (non-convertible) notes that were also extinguished). Plus, all existing warrants to purchase common shares, were cancelled and extinguished.

F4 · derivative.exercise_date: Currently Exercisable.

F3 · ownership.nature: 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 of Gotham Green Fund II, L.P. and Gotham Green Fund II (Q), L.P. Gotham Green Credit Partners GP 1, LLC is the general partner of Gotham Green Credit Partners SPV 1, L.P. Gotham Green Partners SPV V GP, LLC is the general partner of Gotham Green Partners SPV V, L.P. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Sections 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of any pecuniary interest therein.

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June 24, 2022 Filed Jun 28, 2022 22:59 UTC iANTHUS CAPITAL HOLDINGS, INC. ITHUF · Entity 7387 OtherTranche B Warrant · Derivative 507,551 Not disclosed Strike: $1.97 Not disclosed
Disclosure

SEC source: 0001829126-22-013915 · ownership.xml · derivative · entry 15

Gotham Green Partners LLC · CIK 0001796617 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Gotham Green Fund 1, L.P.

Disclosed balance after: 0

Underlying: Common Shares · 507,551 shares

Expires 2022-09-30

F1 · kind: On June 24, 2022, iAnthus Capital Holdings, Inc. issued Common Shares to the funds affiliated with Gotham Green Partners, LLC, as listed in this Form 4, in connection with the recapitalization transaction set forth in the Restructuring Support Agreement dated July 10, 2020, and amended on June 15, 2021, and the Plan of Arrangement, which was approved by the Supreme Court of British Columbia on October 5, 2020.

F2 · kind: In exchange for the Common Shares, the outstanding principal amount (and accrued interest and fees) of pre-existing and matured 13% senior secured convertible debentures and 8% unsecured convertible debentures were each forgiven in part and were replaced with new non-convertible 8% unsecured debentures and non-convertible 8% secured debentures (which also includes amounts outstanding under certain interim financing secured (non-convertible) notes that were also extinguished). Plus, all existing warrants to purchase common shares, were cancelled and extinguished.

F1 · price: On June 24, 2022, iAnthus Capital Holdings, Inc. issued Common Shares to the funds affiliated with Gotham Green Partners, LLC, as listed in this Form 4, in connection with the recapitalization transaction set forth in the Restructuring Support Agreement dated July 10, 2020, and amended on June 15, 2021, and the Plan of Arrangement, which was approved by the Supreme Court of British Columbia on October 5, 2020.

F2 · price: In exchange for the Common Shares, the outstanding principal amount (and accrued interest and fees) of pre-existing and matured 13% senior secured convertible debentures and 8% unsecured convertible debentures were each forgiven in part and were replaced with new non-convertible 8% unsecured debentures and non-convertible 8% secured debentures (which also includes amounts outstanding under certain interim financing secured (non-convertible) notes that were also extinguished). Plus, all existing warrants to purchase common shares, were cancelled and extinguished.

F4 · derivative.exercise_date: Currently Exercisable.

F3 · ownership.nature: 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 of Gotham Green Fund II, L.P. and Gotham Green Fund II (Q), L.P. Gotham Green Credit Partners GP 1, LLC is the general partner of Gotham Green Credit Partners SPV 1, L.P. Gotham Green Partners SPV V GP, LLC is the general partner of Gotham Green Partners SPV V, L.P. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Sections 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of any pecuniary interest therein.

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June 24, 2022 Filed Jun 28, 2022 22:59 UTC iANTHUS CAPITAL HOLDINGS, INC. ITHUF · Entity 7387 OtherNote · Derivative Not disclosed Not disclosed Strike: $1.89 $8,533,700.00
Disclosure

SEC source: 0001829126-22-013915 · ownership.xml · derivative · entry 14

Gotham Green Partners LLC · CIK 0001796617 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Gotham Green Fund II (Q), L.P.

Disclosed balance after: 0

Underlying: Common Shares · 4,515,185 shares

Expires 2021-05-14

F1 · kind: On June 24, 2022, iAnthus Capital Holdings, Inc. issued Common Shares to the funds affiliated with Gotham Green Partners, LLC, as listed in this Form 4, in connection with the recapitalization transaction set forth in the Restructuring Support Agreement dated July 10, 2020, and amended on June 15, 2021, and the Plan of Arrangement, which was approved by the Supreme Court of British Columbia on October 5, 2020.

F2 · kind: In exchange for the Common Shares, the outstanding principal amount (and accrued interest and fees) of pre-existing and matured 13% senior secured convertible debentures and 8% unsecured convertible debentures were each forgiven in part and were replaced with new non-convertible 8% unsecured debentures and non-convertible 8% secured debentures (which also includes amounts outstanding under certain interim financing secured (non-convertible) notes that were also extinguished). Plus, all existing warrants to purchase common shares, were cancelled and extinguished.

F1 · price: On June 24, 2022, iAnthus Capital Holdings, Inc. issued Common Shares to the funds affiliated with Gotham Green Partners, LLC, as listed in this Form 4, in connection with the recapitalization transaction set forth in the Restructuring Support Agreement dated July 10, 2020, and amended on June 15, 2021, and the Plan of Arrangement, which was approved by the Supreme Court of British Columbia on October 5, 2020.

F2 · price: In exchange for the Common Shares, the outstanding principal amount (and accrued interest and fees) of pre-existing and matured 13% senior secured convertible debentures and 8% unsecured convertible debentures were each forgiven in part and were replaced with new non-convertible 8% unsecured debentures and non-convertible 8% secured debentures (which also includes amounts outstanding under certain interim financing secured (non-convertible) notes that were also extinguished). Plus, all existing warrants to purchase common shares, were cancelled and extinguished.

F4 · derivative.exercise_date: Currently Exercisable.

F5 · derivative.expiration_date: Represents the original maturity date of the Convertible Debentures or Note, as applicable.

F3 · ownership.nature: 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 of Gotham Green Fund II, L.P. and Gotham Green Fund II (Q), L.P. Gotham Green Credit Partners GP 1, LLC is the general partner of Gotham Green Credit Partners SPV 1, L.P. Gotham Green Partners SPV V GP, LLC is the general partner of Gotham Green Partners SPV V, L.P. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Sections 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of any pecuniary interest therein.

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June 24, 2022 Filed Jun 28, 2022 22:59 UTC iANTHUS CAPITAL HOLDINGS, INC. ITHUF · Entity 7387 OtherNote · Derivative Not disclosed Not disclosed Strike: $1.89 $1,466,300.00
Disclosure

SEC source: 0001829126-22-013915 · ownership.xml · derivative · entry 13

Gotham Green Partners LLC · CIK 0001796617 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Gotham Green Fund II, L.P.

Disclosed balance after: 0

Underlying: Common Shares · 775,820 shares

Expires 2021-05-14

F1 · kind: On June 24, 2022, iAnthus Capital Holdings, Inc. issued Common Shares to the funds affiliated with Gotham Green Partners, LLC, as listed in this Form 4, in connection with the recapitalization transaction set forth in the Restructuring Support Agreement dated July 10, 2020, and amended on June 15, 2021, and the Plan of Arrangement, which was approved by the Supreme Court of British Columbia on October 5, 2020.

F2 · kind: In exchange for the Common Shares, the outstanding principal amount (and accrued interest and fees) of pre-existing and matured 13% senior secured convertible debentures and 8% unsecured convertible debentures were each forgiven in part and were replaced with new non-convertible 8% unsecured debentures and non-convertible 8% secured debentures (which also includes amounts outstanding under certain interim financing secured (non-convertible) notes that were also extinguished). Plus, all existing warrants to purchase common shares, were cancelled and extinguished.

F1 · price: On June 24, 2022, iAnthus Capital Holdings, Inc. issued Common Shares to the funds affiliated with Gotham Green Partners, LLC, as listed in this Form 4, in connection with the recapitalization transaction set forth in the Restructuring Support Agreement dated July 10, 2020, and amended on June 15, 2021, and the Plan of Arrangement, which was approved by the Supreme Court of British Columbia on October 5, 2020.

F2 · price: In exchange for the Common Shares, the outstanding principal amount (and accrued interest and fees) of pre-existing and matured 13% senior secured convertible debentures and 8% unsecured convertible debentures were each forgiven in part and were replaced with new non-convertible 8% unsecured debentures and non-convertible 8% secured debentures (which also includes amounts outstanding under certain interim financing secured (non-convertible) notes that were also extinguished). Plus, all existing warrants to purchase common shares, were cancelled and extinguished.

F4 · derivative.exercise_date: Currently Exercisable.

F5 · derivative.expiration_date: Represents the original maturity date of the Convertible Debentures or Note, as applicable.

F3 · ownership.nature: 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 of Gotham Green Fund II, L.P. and Gotham Green Fund II (Q), L.P. Gotham Green Credit Partners GP 1, LLC is the general partner of Gotham Green Credit Partners SPV 1, L.P. Gotham Green Partners SPV V GP, LLC is the general partner of Gotham Green Partners SPV V, L.P. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Sections 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of any pecuniary interest therein.

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June 24, 2022 Filed Jun 28, 2022 22:59 UTC iANTHUS CAPITAL HOLDINGS, INC. ITHUF · Entity 7387 OtherNote · Derivative Not disclosed Not disclosed Strike: $1.89 $8,000,250.00
Disclosure

SEC source: 0001829126-22-013915 · ownership.xml · derivative · entry 12

Gotham Green Partners LLC · CIK 0001796617 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Gotham Green Fund 1 (Q), L.P.

Disclosed balance after: 0

Underlying: Common Shares · 4,232,937 shares

Expires 2021-05-14

F1 · kind: On June 24, 2022, iAnthus Capital Holdings, Inc. issued Common Shares to the funds affiliated with Gotham Green Partners, LLC, as listed in this Form 4, in connection with the recapitalization transaction set forth in the Restructuring Support Agreement dated July 10, 2020, and amended on June 15, 2021, and the Plan of Arrangement, which was approved by the Supreme Court of British Columbia on October 5, 2020.

F2 · kind: In exchange for the Common Shares, the outstanding principal amount (and accrued interest and fees) of pre-existing and matured 13% senior secured convertible debentures and 8% unsecured convertible debentures were each forgiven in part and were replaced with new non-convertible 8% unsecured debentures and non-convertible 8% secured debentures (which also includes amounts outstanding under certain interim financing secured (non-convertible) notes that were also extinguished). Plus, all existing warrants to purchase common shares, were cancelled and extinguished.

F1 · price: On June 24, 2022, iAnthus Capital Holdings, Inc. issued Common Shares to the funds affiliated with Gotham Green Partners, LLC, as listed in this Form 4, in connection with the recapitalization transaction set forth in the Restructuring Support Agreement dated July 10, 2020, and amended on June 15, 2021, and the Plan of Arrangement, which was approved by the Supreme Court of British Columbia on October 5, 2020.

F2 · price: In exchange for the Common Shares, the outstanding principal amount (and accrued interest and fees) of pre-existing and matured 13% senior secured convertible debentures and 8% unsecured convertible debentures were each forgiven in part and were replaced with new non-convertible 8% unsecured debentures and non-convertible 8% secured debentures (which also includes amounts outstanding under certain interim financing secured (non-convertible) notes that were also extinguished). Plus, all existing warrants to purchase common shares, were cancelled and extinguished.

F4 · derivative.exercise_date: Currently Exercisable.

F5 · derivative.expiration_date: Represents the original maturity date of the Convertible Debentures or Note, as applicable.

F3 · ownership.nature: 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 of Gotham Green Fund II, L.P. and Gotham Green Fund II (Q), L.P. Gotham Green Credit Partners GP 1, LLC is the general partner of Gotham Green Credit Partners SPV 1, L.P. Gotham Green Partners SPV V GP, LLC is the general partner of Gotham Green Partners SPV V, L.P. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Sections 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of any pecuniary interest therein.

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June 24, 2022 Filed Jun 28, 2022 22:59 UTC iANTHUS CAPITAL HOLDINGS, INC. ITHUF · Entity 7387 OtherNote · Derivative Not disclosed Not disclosed Strike: $1.89 $1,999,750.00
Disclosure

SEC source: 0001829126-22-013915 · ownership.xml · derivative · entry 11

Gotham Green Partners LLC · CIK 0001796617 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Gotham Green Fund 1, L.P.

Disclosed balance after: 0

Underlying: Common Shares · 1,058,069 shares

Expires 2021-05-14

F1 · kind: On June 24, 2022, iAnthus Capital Holdings, Inc. issued Common Shares to the funds affiliated with Gotham Green Partners, LLC, as listed in this Form 4, in connection with the recapitalization transaction set forth in the Restructuring Support Agreement dated July 10, 2020, and amended on June 15, 2021, and the Plan of Arrangement, which was approved by the Supreme Court of British Columbia on October 5, 2020.

F2 · kind: In exchange for the Common Shares, the outstanding principal amount (and accrued interest and fees) of pre-existing and matured 13% senior secured convertible debentures and 8% unsecured convertible debentures were each forgiven in part and were replaced with new non-convertible 8% unsecured debentures and non-convertible 8% secured debentures (which also includes amounts outstanding under certain interim financing secured (non-convertible) notes that were also extinguished). Plus, all existing warrants to purchase common shares, were cancelled and extinguished.

F1 · price: On June 24, 2022, iAnthus Capital Holdings, Inc. issued Common Shares to the funds affiliated with Gotham Green Partners, LLC, as listed in this Form 4, in connection with the recapitalization transaction set forth in the Restructuring Support Agreement dated July 10, 2020, and amended on June 15, 2021, and the Plan of Arrangement, which was approved by the Supreme Court of British Columbia on October 5, 2020.

F2 · price: In exchange for the Common Shares, the outstanding principal amount (and accrued interest and fees) of pre-existing and matured 13% senior secured convertible debentures and 8% unsecured convertible debentures were each forgiven in part and were replaced with new non-convertible 8% unsecured debentures and non-convertible 8% secured debentures (which also includes amounts outstanding under certain interim financing secured (non-convertible) notes that were also extinguished). Plus, all existing warrants to purchase common shares, were cancelled and extinguished.

F4 · derivative.exercise_date: Currently Exercisable.

F5 · derivative.expiration_date: Represents the original maturity date of the Convertible Debentures or Note, as applicable.

F3 · ownership.nature: 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 of Gotham Green Fund II, L.P. and Gotham Green Fund II (Q), L.P. Gotham Green Credit Partners GP 1, LLC is the general partner of Gotham Green Credit Partners SPV 1, L.P. Gotham Green Partners SPV V GP, LLC is the general partner of Gotham Green Partners SPV V, L.P. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Sections 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of any pecuniary interest therein.

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June 24, 2022 Filed Jun 28, 2022 22:59 UTC iANTHUS CAPITAL HOLDINGS, INC. ITHUF · Entity 7387 OtherConvertible Debenture · Derivative Not disclosed Not disclosed Strike: $1.61 $17,500,000.00
Disclosure

SEC source: 0001829126-22-013915 · ownership.xml · derivative · entry 10

Gotham Green Partners LLC · CIK 0001796617 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Gotham Green Partners SPV V, L.P.

Disclosed balance after: 0

Underlying: Common Shares · 10,649,528 shares

Expires 2021-05-14

F1 · kind: On June 24, 2022, iAnthus Capital Holdings, Inc. issued Common Shares to the funds affiliated with Gotham Green Partners, LLC, as listed in this Form 4, in connection with the recapitalization transaction set forth in the Restructuring Support Agreement dated July 10, 2020, and amended on June 15, 2021, and the Plan of Arrangement, which was approved by the Supreme Court of British Columbia on October 5, 2020.

F2 · kind: In exchange for the Common Shares, the outstanding principal amount (and accrued interest and fees) of pre-existing and matured 13% senior secured convertible debentures and 8% unsecured convertible debentures were each forgiven in part and were replaced with new non-convertible 8% unsecured debentures and non-convertible 8% secured debentures (which also includes amounts outstanding under certain interim financing secured (non-convertible) notes that were also extinguished). Plus, all existing warrants to purchase common shares, were cancelled and extinguished.

F1 · price: On June 24, 2022, iAnthus Capital Holdings, Inc. issued Common Shares to the funds affiliated with Gotham Green Partners, LLC, as listed in this Form 4, in connection with the recapitalization transaction set forth in the Restructuring Support Agreement dated July 10, 2020, and amended on June 15, 2021, and the Plan of Arrangement, which was approved by the Supreme Court of British Columbia on October 5, 2020.

F2 · price: In exchange for the Common Shares, the outstanding principal amount (and accrued interest and fees) of pre-existing and matured 13% senior secured convertible debentures and 8% unsecured convertible debentures were each forgiven in part and were replaced with new non-convertible 8% unsecured debentures and non-convertible 8% secured debentures (which also includes amounts outstanding under certain interim financing secured (non-convertible) notes that were also extinguished). Plus, all existing warrants to purchase common shares, were cancelled and extinguished.

F4 · derivative.exercise_date: Currently Exercisable.

F5 · derivative.expiration_date: Represents the original maturity date of the Convertible Debentures or Note, as applicable.

F3 · ownership.nature: 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 of Gotham Green Fund II, L.P. and Gotham Green Fund II (Q), L.P. Gotham Green Credit Partners GP 1, LLC is the general partner of Gotham Green Credit Partners SPV 1, L.P. Gotham Green Partners SPV V GP, LLC is the general partner of Gotham Green Partners SPV V, L.P. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Sections 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of any pecuniary interest therein.

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June 24, 2022 Filed Jun 28, 2022 22:59 UTC iANTHUS CAPITAL HOLDINGS, INC. ITHUF · Entity 7387 OtherConvertible Debenture · Derivative Not disclosed Not disclosed Strike: $3.08 $29,364,022.22
Disclosure

SEC source: 0001829126-22-013915 · ownership.xml · derivative · entry 9

Gotham Green Partners LLC · CIK 0001796617 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · Gotham Green Credit Partners SPV 1, L.P.

Disclosed balance after: 0

Underlying: Common Shares · 9,533,773 shares

Expires 2021-05-14

F1 · kind: On June 24, 2022, iAnthus Capital Holdings, Inc. issued Common Shares to the funds affiliated with Gotham Green Partners, LLC, as listed in this Form 4, in connection with the recapitalization transaction set forth in the Restructuring Support Agreement dated July 10, 2020, and amended on June 15, 2021, and the Plan of Arrangement, which was approved by the Supreme Court of British Columbia on October 5, 2020.

F2 · kind: In exchange for the Common Shares, the outstanding principal amount (and accrued interest and fees) of pre-existing and matured 13% senior secured convertible debentures and 8% unsecured convertible debentures were each forgiven in part and were replaced with new non-convertible 8% unsecured debentures and non-convertible 8% secured debentures (which also includes amounts outstanding under certain interim financing secured (non-convertible) notes that were also extinguished). Plus, all existing warrants to purchase common shares, were cancelled and extinguished.

F1 · price: On June 24, 2022, iAnthus Capital Holdings, Inc. issued Common Shares to the funds affiliated with Gotham Green Partners, LLC, as listed in this Form 4, in connection with the recapitalization transaction set forth in the Restructuring Support Agreement dated July 10, 2020, and amended on June 15, 2021, and the Plan of Arrangement, which was approved by the Supreme Court of British Columbia on October 5, 2020.

F2 · price: In exchange for the Common Shares, the outstanding principal amount (and accrued interest and fees) of pre-existing and matured 13% senior secured convertible debentures and 8% unsecured convertible debentures were each forgiven in part and were replaced with new non-convertible 8% unsecured debentures and non-convertible 8% secured debentures (which also includes amounts outstanding under certain interim financing secured (non-convertible) notes that were also extinguished). Plus, all existing warrants to purchase common shares, were cancelled and extinguished.

F4 · derivative.exercise_date: Currently Exercisable.

F5 · derivative.expiration_date: Represents the original maturity date of the Convertible Debentures or Note, as applicable.

F3 · ownership.nature: 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 of Gotham Green Fund II, L.P. and Gotham Green Fund II (Q), L.P. Gotham Green Credit Partners GP 1, LLC is the general partner of Gotham Green Credit Partners SPV 1, L.P. Gotham Green Partners SPV V GP, LLC is the general partner of Gotham Green Partners SPV V, L.P. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Sections 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of any pecuniary interest therein.

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June 24, 2022 Filed Jun 28, 2022 22:59 UTC iANTHUS CAPITAL HOLDINGS, INC. ITHUF · Entity 7387 OtherConvertible Debenture · Derivative Not disclosed Not disclosed Strike: $3.08 $9,595,307.40
Disclosure

SEC source: 0001829126-22-013915 · ownership.xml · derivative · entry 8

Gotham Green Partners LLC · CIK 0001796617 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Gotham Green Fund 1 (Q), L.P.

Disclosed balance after: 0

Underlying: Common Shares · 3,115,360 shares

Expires 2021-05-14

F1 · kind: On June 24, 2022, iAnthus Capital Holdings, Inc. issued Common Shares to the funds affiliated with Gotham Green Partners, LLC, as listed in this Form 4, in connection with the recapitalization transaction set forth in the Restructuring Support Agreement dated July 10, 2020, and amended on June 15, 2021, and the Plan of Arrangement, which was approved by the Supreme Court of British Columbia on October 5, 2020.

F2 · kind: In exchange for the Common Shares, the outstanding principal amount (and accrued interest and fees) of pre-existing and matured 13% senior secured convertible debentures and 8% unsecured convertible debentures were each forgiven in part and were replaced with new non-convertible 8% unsecured debentures and non-convertible 8% secured debentures (which also includes amounts outstanding under certain interim financing secured (non-convertible) notes that were also extinguished). Plus, all existing warrants to purchase common shares, were cancelled and extinguished.

F1 · price: On June 24, 2022, iAnthus Capital Holdings, Inc. issued Common Shares to the funds affiliated with Gotham Green Partners, LLC, as listed in this Form 4, in connection with the recapitalization transaction set forth in the Restructuring Support Agreement dated July 10, 2020, and amended on June 15, 2021, and the Plan of Arrangement, which was approved by the Supreme Court of British Columbia on October 5, 2020.

F2 · price: In exchange for the Common Shares, the outstanding principal amount (and accrued interest and fees) of pre-existing and matured 13% senior secured convertible debentures and 8% unsecured convertible debentures were each forgiven in part and were replaced with new non-convertible 8% unsecured debentures and non-convertible 8% secured debentures (which also includes amounts outstanding under certain interim financing secured (non-convertible) notes that were also extinguished). Plus, all existing warrants to purchase common shares, were cancelled and extinguished.

F4 · derivative.exercise_date: Currently Exercisable.

F5 · derivative.expiration_date: Represents the original maturity date of the Convertible Debentures or Note, as applicable.

F3 · ownership.nature: 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 of Gotham Green Fund II, L.P. and Gotham Green Fund II (Q), L.P. Gotham Green Credit Partners GP 1, LLC is the general partner of Gotham Green Credit Partners SPV 1, L.P. Gotham Green Partners SPV V GP, LLC is the general partner of Gotham Green Partners SPV V, L.P. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Sections 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of any pecuniary interest therein.

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June 24, 2022 Filed Jun 28, 2022 22:59 UTC iANTHUS CAPITAL HOLDINGS, INC. ITHUF · Entity 7387 OtherConvertible Debenture · Derivative Not disclosed Not disclosed Strike: $3.08 $2,398,448.15
Disclosure

SEC source: 0001829126-22-013915 · ownership.xml · derivative · entry 7

Gotham Green Partners LLC · CIK 0001796617 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Gotham Green Fund 1, L.P.

Disclosed balance after: 0

Underlying: Common Shares · 778,717 shares

Expires 2021-05-14

F1 · kind: On June 24, 2022, iAnthus Capital Holdings, Inc. issued Common Shares to the funds affiliated with Gotham Green Partners, LLC, as listed in this Form 4, in connection with the recapitalization transaction set forth in the Restructuring Support Agreement dated July 10, 2020, and amended on June 15, 2021, and the Plan of Arrangement, which was approved by the Supreme Court of British Columbia on October 5, 2020.

F2 · kind: In exchange for the Common Shares, the outstanding principal amount (and accrued interest and fees) of pre-existing and matured 13% senior secured convertible debentures and 8% unsecured convertible debentures were each forgiven in part and were replaced with new non-convertible 8% unsecured debentures and non-convertible 8% secured debentures (which also includes amounts outstanding under certain interim financing secured (non-convertible) notes that were also extinguished). Plus, all existing warrants to purchase common shares, were cancelled and extinguished.

F1 · price: On June 24, 2022, iAnthus Capital Holdings, Inc. issued Common Shares to the funds affiliated with Gotham Green Partners, LLC, as listed in this Form 4, in connection with the recapitalization transaction set forth in the Restructuring Support Agreement dated July 10, 2020, and amended on June 15, 2021, and the Plan of Arrangement, which was approved by the Supreme Court of British Columbia on October 5, 2020.

F2 · price: In exchange for the Common Shares, the outstanding principal amount (and accrued interest and fees) of pre-existing and matured 13% senior secured convertible debentures and 8% unsecured convertible debentures were each forgiven in part and were replaced with new non-convertible 8% unsecured debentures and non-convertible 8% secured debentures (which also includes amounts outstanding under certain interim financing secured (non-convertible) notes that were also extinguished). Plus, all existing warrants to purchase common shares, were cancelled and extinguished.

F4 · derivative.exercise_date: Currently Exercisable.

F5 · derivative.expiration_date: Represents the original maturity date of the Convertible Debentures or Note, as applicable.

F3 · ownership.nature: 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 of Gotham Green Fund II, L.P. and Gotham Green Fund II (Q), L.P. Gotham Green Credit Partners GP 1, LLC is the general partner of Gotham Green Credit Partners SPV 1, L.P. Gotham Green Partners SPV V GP, LLC is the general partner of Gotham Green Partners SPV V, L.P. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Sections 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of any pecuniary interest therein.

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June 24, 2022 Filed Jun 28, 2022 22:59 UTC iANTHUS CAPITAL HOLDINGS, INC. ITHUF · Entity 7387 OtherCommon Shares 615,096,377 Not disclosed Not disclosed
Disclosure

SEC source: 0001829126-22-013915 · ownership.xml · nonDerivative · entry 6

Gotham Green Partners LLC · CIK 0001796617 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · Gotham Green Partners SPV V, L.P.

Disclosed balance after: 615,096,377

F1 · kind: On June 24, 2022, iAnthus Capital Holdings, Inc. issued Common Shares to the funds affiliated with Gotham Green Partners, LLC, as listed in this Form 4, in connection with the recapitalization transaction set forth in the Restructuring Support Agreement dated July 10, 2020, and amended on June 15, 2021, and the Plan of Arrangement, which was approved by the Supreme Court of British Columbia on October 5, 2020.

F2 · kind: In exchange for the Common Shares, the outstanding principal amount (and accrued interest and fees) of pre-existing and matured 13% senior secured convertible debentures and 8% unsecured convertible debentures were each forgiven in part and were replaced with new non-convertible 8% unsecured debentures and non-convertible 8% secured debentures (which also includes amounts outstanding under certain interim financing secured (non-convertible) notes that were also extinguished). Plus, all existing warrants to purchase common shares, were cancelled and extinguished.

F1 · price: On June 24, 2022, iAnthus Capital Holdings, Inc. issued Common Shares to the funds affiliated with Gotham Green Partners, LLC, as listed in this Form 4, in connection with the recapitalization transaction set forth in the Restructuring Support Agreement dated July 10, 2020, and amended on June 15, 2021, and the Plan of Arrangement, which was approved by the Supreme Court of British Columbia on October 5, 2020.

F2 · price: In exchange for the Common Shares, the outstanding principal amount (and accrued interest and fees) of pre-existing and matured 13% senior secured convertible debentures and 8% unsecured convertible debentures were each forgiven in part and were replaced with new non-convertible 8% unsecured debentures and non-convertible 8% secured debentures (which also includes amounts outstanding under certain interim financing secured (non-convertible) notes that were also extinguished). Plus, all existing warrants to purchase common shares, were cancelled and extinguished.

F3 · ownership.nature: 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 of Gotham Green Fund II, L.P. and Gotham Green Fund II (Q), L.P. Gotham Green Credit Partners GP 1, LLC is the general partner of Gotham Green Credit Partners SPV 1, L.P. Gotham Green Partners SPV V GP, LLC is the general partner of Gotham Green Partners SPV V, L.P. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Sections 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of any pecuniary interest therein.

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June 24, 2022 Filed Jun 28, 2022 22:59 UTC iANTHUS CAPITAL HOLDINGS, INC. ITHUF · Entity 7387 OtherCommon Shares 934,167,928 Not disclosed Not disclosed
Disclosure

SEC source: 0001829126-22-013915 · ownership.xml · nonDerivative · entry 5

Gotham Green Partners LLC · CIK 0001796617 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · Gotham Green Credit Partners SPV 1, L.P.

Disclosed balance after: 936,930,574

F1 · kind: On June 24, 2022, iAnthus Capital Holdings, Inc. issued Common Shares to the funds affiliated with Gotham Green Partners, LLC, as listed in this Form 4, in connection with the recapitalization transaction set forth in the Restructuring Support Agreement dated July 10, 2020, and amended on June 15, 2021, and the Plan of Arrangement, which was approved by the Supreme Court of British Columbia on October 5, 2020.

F2 · kind: In exchange for the Common Shares, the outstanding principal amount (and accrued interest and fees) of pre-existing and matured 13% senior secured convertible debentures and 8% unsecured convertible debentures were each forgiven in part and were replaced with new non-convertible 8% unsecured debentures and non-convertible 8% secured debentures (which also includes amounts outstanding under certain interim financing secured (non-convertible) notes that were also extinguished). Plus, all existing warrants to purchase common shares, were cancelled and extinguished.

F1 · price: On June 24, 2022, iAnthus Capital Holdings, Inc. issued Common Shares to the funds affiliated with Gotham Green Partners, LLC, as listed in this Form 4, in connection with the recapitalization transaction set forth in the Restructuring Support Agreement dated July 10, 2020, and amended on June 15, 2021, and the Plan of Arrangement, which was approved by the Supreme Court of British Columbia on October 5, 2020.

F2 · price: In exchange for the Common Shares, the outstanding principal amount (and accrued interest and fees) of pre-existing and matured 13% senior secured convertible debentures and 8% unsecured convertible debentures were each forgiven in part and were replaced with new non-convertible 8% unsecured debentures and non-convertible 8% secured debentures (which also includes amounts outstanding under certain interim financing secured (non-convertible) notes that were also extinguished). Plus, all existing warrants to purchase common shares, were cancelled and extinguished.

F3 · ownership.nature: 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 of Gotham Green Fund II, L.P. and Gotham Green Fund II (Q), L.P. Gotham Green Credit Partners GP 1, LLC is the general partner of Gotham Green Credit Partners SPV 1, L.P. Gotham Green Partners SPV V GP, LLC is the general partner of Gotham Green Partners SPV V, L.P. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Sections 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of any pecuniary interest therein.

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June 24, 2022 Filed Jun 28, 2022 22:59 UTC iANTHUS CAPITAL HOLDINGS, INC. ITHUF · Entity 7387 OtherCommon Shares 333,453,540 Not disclosed Not disclosed
Disclosure

SEC source: 0001829126-22-013915 · ownership.xml · nonDerivative · entry 4

Gotham Green Partners LLC · CIK 0001796617 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · Gotham Green Fund II (Q), L.P.

Disclosed balance after: 333,453,540

F1 · kind: On June 24, 2022, iAnthus Capital Holdings, Inc. issued Common Shares to the funds affiliated with Gotham Green Partners, LLC, as listed in this Form 4, in connection with the recapitalization transaction set forth in the Restructuring Support Agreement dated July 10, 2020, and amended on June 15, 2021, and the Plan of Arrangement, which was approved by the Supreme Court of British Columbia on October 5, 2020.

F2 · kind: In exchange for the Common Shares, the outstanding principal amount (and accrued interest and fees) of pre-existing and matured 13% senior secured convertible debentures and 8% unsecured convertible debentures were each forgiven in part and were replaced with new non-convertible 8% unsecured debentures and non-convertible 8% secured debentures (which also includes amounts outstanding under certain interim financing secured (non-convertible) notes that were also extinguished). Plus, all existing warrants to purchase common shares, were cancelled and extinguished.

F1 · price: On June 24, 2022, iAnthus Capital Holdings, Inc. issued Common Shares to the funds affiliated with Gotham Green Partners, LLC, as listed in this Form 4, in connection with the recapitalization transaction set forth in the Restructuring Support Agreement dated July 10, 2020, and amended on June 15, 2021, and the Plan of Arrangement, which was approved by the Supreme Court of British Columbia on October 5, 2020.

F2 · price: In exchange for the Common Shares, the outstanding principal amount (and accrued interest and fees) of pre-existing and matured 13% senior secured convertible debentures and 8% unsecured convertible debentures were each forgiven in part and were replaced with new non-convertible 8% unsecured debentures and non-convertible 8% secured debentures (which also includes amounts outstanding under certain interim financing secured (non-convertible) notes that were also extinguished). Plus, all existing warrants to purchase common shares, were cancelled and extinguished.

F3 · ownership.nature: 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 of Gotham Green Fund II, L.P. and Gotham Green Fund II (Q), L.P. Gotham Green Credit Partners GP 1, LLC is the general partner of Gotham Green Credit Partners SPV 1, L.P. Gotham Green Partners SPV V GP, LLC is the general partner of Gotham Green Partners SPV V, L.P. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Sections 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of any pecuniary interest therein.

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June 24, 2022 Filed Jun 28, 2022 22:59 UTC iANTHUS CAPITAL HOLDINGS, INC. ITHUF · Entity 7387 OtherCommon Shares 57,324,290 Not disclosed Not disclosed
Disclosure

SEC source: 0001829126-22-013915 · ownership.xml · nonDerivative · entry 3

Gotham Green Partners LLC · CIK 0001796617 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · Gotham Green Fund II, L.P.

Disclosed balance after: 57,324,290

F1 · kind: On June 24, 2022, iAnthus Capital Holdings, Inc. issued Common Shares to the funds affiliated with Gotham Green Partners, LLC, as listed in this Form 4, in connection with the recapitalization transaction set forth in the Restructuring Support Agreement dated July 10, 2020, and amended on June 15, 2021, and the Plan of Arrangement, which was approved by the Supreme Court of British Columbia on October 5, 2020.

F2 · kind: In exchange for the Common Shares, the outstanding principal amount (and accrued interest and fees) of pre-existing and matured 13% senior secured convertible debentures and 8% unsecured convertible debentures were each forgiven in part and were replaced with new non-convertible 8% unsecured debentures and non-convertible 8% secured debentures (which also includes amounts outstanding under certain interim financing secured (non-convertible) notes that were also extinguished). Plus, all existing warrants to purchase common shares, were cancelled and extinguished.

F1 · price: On June 24, 2022, iAnthus Capital Holdings, Inc. issued Common Shares to the funds affiliated with Gotham Green Partners, LLC, as listed in this Form 4, in connection with the recapitalization transaction set forth in the Restructuring Support Agreement dated July 10, 2020, and amended on June 15, 2021, and the Plan of Arrangement, which was approved by the Supreme Court of British Columbia on October 5, 2020.

F2 · price: In exchange for the Common Shares, the outstanding principal amount (and accrued interest and fees) of pre-existing and matured 13% senior secured convertible debentures and 8% unsecured convertible debentures were each forgiven in part and were replaced with new non-convertible 8% unsecured debentures and non-convertible 8% secured debentures (which also includes amounts outstanding under certain interim financing secured (non-convertible) notes that were also extinguished). Plus, all existing warrants to purchase common shares, were cancelled and extinguished.

F3 · ownership.nature: 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 of Gotham Green Fund II, L.P. and Gotham Green Fund II (Q), L.P. Gotham Green Credit Partners GP 1, LLC is the general partner of Gotham Green Credit Partners SPV 1, L.P. Gotham Green Partners SPV V GP, LLC is the general partner of Gotham Green Partners SPV V, L.P. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Sections 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of any pecuniary interest therein.

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June 24, 2022 Filed Jun 28, 2022 22:59 UTC iANTHUS CAPITAL HOLDINGS, INC. ITHUF · Entity 7387 OtherCommon Shares 502,419,744 Not disclosed Not disclosed
Disclosure

SEC source: 0001829126-22-013915 · ownership.xml · nonDerivative · entry 2

Gotham Green Partners LLC · CIK 0001796617 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · Gotham Green Fund 1 (Q), L.P.

Disclosed balance after: 503,502,503

F1 · kind: On June 24, 2022, iAnthus Capital Holdings, Inc. issued Common Shares to the funds affiliated with Gotham Green Partners, LLC, as listed in this Form 4, in connection with the recapitalization transaction set forth in the Restructuring Support Agreement dated July 10, 2020, and amended on June 15, 2021, and the Plan of Arrangement, which was approved by the Supreme Court of British Columbia on October 5, 2020.

F2 · kind: In exchange for the Common Shares, the outstanding principal amount (and accrued interest and fees) of pre-existing and matured 13% senior secured convertible debentures and 8% unsecured convertible debentures were each forgiven in part and were replaced with new non-convertible 8% unsecured debentures and non-convertible 8% secured debentures (which also includes amounts outstanding under certain interim financing secured (non-convertible) notes that were also extinguished). Plus, all existing warrants to purchase common shares, were cancelled and extinguished.

F1 · price: On June 24, 2022, iAnthus Capital Holdings, Inc. issued Common Shares to the funds affiliated with Gotham Green Partners, LLC, as listed in this Form 4, in connection with the recapitalization transaction set forth in the Restructuring Support Agreement dated July 10, 2020, and amended on June 15, 2021, and the Plan of Arrangement, which was approved by the Supreme Court of British Columbia on October 5, 2020.

F2 · price: In exchange for the Common Shares, the outstanding principal amount (and accrued interest and fees) of pre-existing and matured 13% senior secured convertible debentures and 8% unsecured convertible debentures were each forgiven in part and were replaced with new non-convertible 8% unsecured debentures and non-convertible 8% secured debentures (which also includes amounts outstanding under certain interim financing secured (non-convertible) notes that were also extinguished). Plus, all existing warrants to purchase common shares, were cancelled and extinguished.

F3 · ownership.nature: 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 of Gotham Green Fund II, L.P. and Gotham Green Fund II (Q), L.P. Gotham Green Credit Partners GP 1, LLC is the general partner of Gotham Green Credit Partners SPV 1, L.P. Gotham Green Partners SPV V GP, LLC is the general partner of Gotham Green Partners SPV V, L.P. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Sections 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of any pecuniary interest therein.

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June 24, 2022 Filed Jun 28, 2022 22:59 UTC iANTHUS CAPITAL HOLDINGS, INC. ITHUF · Entity 7387 OtherCommon Shares 125,585,311 Not disclosed Not disclosed
Disclosure

SEC source: 0001829126-22-013915 · ownership.xml · nonDerivative · entry 1

Gotham Green Partners LLC · CIK 0001796617 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · Gotham Green Fund 1, L.P.

Disclosed balance after: 125,855,957

F1 · kind: On June 24, 2022, iAnthus Capital Holdings, Inc. issued Common Shares to the funds affiliated with Gotham Green Partners, LLC, as listed in this Form 4, in connection with the recapitalization transaction set forth in the Restructuring Support Agreement dated July 10, 2020, and amended on June 15, 2021, and the Plan of Arrangement, which was approved by the Supreme Court of British Columbia on October 5, 2020.

F2 · kind: In exchange for the Common Shares, the outstanding principal amount (and accrued interest and fees) of pre-existing and matured 13% senior secured convertible debentures and 8% unsecured convertible debentures were each forgiven in part and were replaced with new non-convertible 8% unsecured debentures and non-convertible 8% secured debentures (which also includes amounts outstanding under certain interim financing secured (non-convertible) notes that were also extinguished). Plus, all existing warrants to purchase common shares, were cancelled and extinguished.

F1 · price: On June 24, 2022, iAnthus Capital Holdings, Inc. issued Common Shares to the funds affiliated with Gotham Green Partners, LLC, as listed in this Form 4, in connection with the recapitalization transaction set forth in the Restructuring Support Agreement dated July 10, 2020, and amended on June 15, 2021, and the Plan of Arrangement, which was approved by the Supreme Court of British Columbia on October 5, 2020.

F2 · price: In exchange for the Common Shares, the outstanding principal amount (and accrued interest and fees) of pre-existing and matured 13% senior secured convertible debentures and 8% unsecured convertible debentures were each forgiven in part and were replaced with new non-convertible 8% unsecured debentures and non-convertible 8% secured debentures (which also includes amounts outstanding under certain interim financing secured (non-convertible) notes that were also extinguished). Plus, all existing warrants to purchase common shares, were cancelled and extinguished.

F3 · ownership.nature: 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 of Gotham Green Fund II, L.P. and Gotham Green Fund II (Q), L.P. Gotham Green Credit Partners GP 1, LLC is the general partner of Gotham Green Credit Partners SPV 1, L.P. Gotham Green Partners SPV V GP, LLC is the general partner of Gotham Green Partners SPV V, L.P. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Sections 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of any pecuniary interest therein.

Read SEC document
March 04, 2022 Filed Mar 8, 2022 15:43 UTC MedMen Enterprises, Inc. MMNFF · Entity 94628 OtherTop-Up Warrant · Derivative 354,827 $0.00 Strike: $0.16 $0.00
Disclosure

SEC source: 0001829126-22-005548 · ownership.xml · derivative · entry 6

Gotham Green Partners LLC · CIK 0001796617 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Gotham Green Partners SPV VI HoldCo, LLC

Disclosed balance after: 354,827

Underlying: Class B Subordinate Voting Shares · 354,827 shares

Expires not disclosed

F1 · kind: Top-Up Warrants exercisable for Class B Subordinate Voting Shares ("Shares") were issued by MedMen Enterprises Inc. ("MedMen") pursuant to the terms of the Fourth Amended and Restated Securities Purchase Agreement dated August 17, 2021 (the "Convertible Facility") in connection with the issuance of Shares by MedMen as part of the Sixth Modification to its Senior Secured Commercial Loan Agreement, which automatically triggered the right of holders of convertible notes issued under the Convertible Facility to be issued on an involuntary basis five-year warrants in order to maintain their pro rata ownership interest (on a partially diluted basis) in Shares.

F2 · derivative.expiration_date: The Top-Up Warrants expire on the earlier of the date that is (i) February 2, 2027, and (ii) the date that is the later of (A) 90 days after the Triggering Event (as defined in the Convertible Facility), or (B) if later than the date determined pursuant to the immediately preceding clause (A), 90 days after the issuance of all Shares issued pursuant to the Top-Up Warrant Triggering Event (as defined therein).

F3 · ownership.nature: 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. The Filer disclaims beneficial ownership of these securities except to the extent of the Filer's pecuniary interest therein.

F4 · ownership.nature: Amounts reported are held indirectly by the following 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).

Read SEC document
March 04, 2022 Filed Mar 8, 2022 15:43 UTC MedMen Enterprises, Inc. MMNFF · Entity 94628 OtherTop-Up Warrant · Derivative 565,890 $0.00 Strike: $0.16 $0.00
Disclosure

SEC source: 0001829126-22-005548 · ownership.xml · derivative · entry 5

Gotham Green Partners LLC · CIK 0001796617 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Gotham Green Partners SPV IV HoldCo, LLC

Disclosed balance after: 565,890

Underlying: Class B Subordinate Voting Shares · 565,890 shares

Expires not disclosed

F1 · kind: Top-Up Warrants exercisable for Class B Subordinate Voting Shares ("Shares") were issued by MedMen Enterprises Inc. ("MedMen") pursuant to the terms of the Fourth Amended and Restated Securities Purchase Agreement dated August 17, 2021 (the "Convertible Facility") in connection with the issuance of Shares by MedMen as part of the Sixth Modification to its Senior Secured Commercial Loan Agreement, which automatically triggered the right of holders of convertible notes issued under the Convertible Facility to be issued on an involuntary basis five-year warrants in order to maintain their pro rata ownership interest (on a partially diluted basis) in Shares.

F2 · derivative.expiration_date: The Top-Up Warrants expire on the earlier of the date that is (i) February 2, 2027, and (ii) the date that is the later of (A) 90 days after the Triggering Event (as defined in the Convertible Facility), or (B) if later than the date determined pursuant to the immediately preceding clause (A), 90 days after the issuance of all Shares issued pursuant to the Top-Up Warrant Triggering Event (as defined therein).

F3 · ownership.nature: 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. The Filer disclaims beneficial ownership of these securities except to the extent of the Filer's pecuniary interest therein.

F4 · ownership.nature: Amounts reported are held indirectly by the following 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).

Read SEC document
March 04, 2022 Filed Mar 8, 2022 15:43 UTC MedMen Enterprises, Inc. MMNFF · Entity 94628 OtherTop-Up Warrant · Derivative 336,757 $0.00 Strike: $0.16 $0.00
Disclosure

SEC source: 0001829126-22-005548 · ownership.xml · derivative · entry 4

Gotham Green Partners LLC · CIK 0001796617 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Gotham Green Fund II (Q) HoldCo, LLC

Disclosed balance after: 336,757

Underlying: Class B Subordinate Voting Shares · 336,757 shares

Expires not disclosed

F1 · kind: Top-Up Warrants exercisable for Class B Subordinate Voting Shares ("Shares") were issued by MedMen Enterprises Inc. ("MedMen") pursuant to the terms of the Fourth Amended and Restated Securities Purchase Agreement dated August 17, 2021 (the "Convertible Facility") in connection with the issuance of Shares by MedMen as part of the Sixth Modification to its Senior Secured Commercial Loan Agreement, which automatically triggered the right of holders of convertible notes issued under the Convertible Facility to be issued on an involuntary basis five-year warrants in order to maintain their pro rata ownership interest (on a partially diluted basis) in Shares.

F2 · derivative.expiration_date: The Top-Up Warrants expire on the earlier of the date that is (i) February 2, 2027, and (ii) the date that is the later of (A) 90 days after the Triggering Event (as defined in the Convertible Facility), or (B) if later than the date determined pursuant to the immediately preceding clause (A), 90 days after the issuance of all Shares issued pursuant to the Top-Up Warrant Triggering Event (as defined therein).

F3 · ownership.nature: 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. The Filer disclaims beneficial ownership of these securities except to the extent of the Filer's pecuniary interest therein.

F4 · ownership.nature: Amounts reported are held indirectly by the following 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).

Read SEC document
March 04, 2022 Filed Mar 8, 2022 15:43 UTC MedMen Enterprises, Inc. MMNFF · Entity 94628 OtherTop-Up Warrant · Derivative 57,859 $0.00 Strike: $0.16 $0.00
Disclosure

SEC source: 0001829126-22-005548 · ownership.xml · derivative · entry 3

Gotham Green Partners LLC · CIK 0001796617 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Gotham Green Fund II HoldCo, LLC

Disclosed balance after: 57,859

Underlying: Class B Subordinate Voting Shares · 57,859 shares

Expires not disclosed

F1 · kind: Top-Up Warrants exercisable for Class B Subordinate Voting Shares ("Shares") were issued by MedMen Enterprises Inc. ("MedMen") pursuant to the terms of the Fourth Amended and Restated Securities Purchase Agreement dated August 17, 2021 (the "Convertible Facility") in connection with the issuance of Shares by MedMen as part of the Sixth Modification to its Senior Secured Commercial Loan Agreement, which automatically triggered the right of holders of convertible notes issued under the Convertible Facility to be issued on an involuntary basis five-year warrants in order to maintain their pro rata ownership interest (on a partially diluted basis) in Shares.

F2 · derivative.expiration_date: The Top-Up Warrants expire on the earlier of the date that is (i) February 2, 2027, and (ii) the date that is the later of (A) 90 days after the Triggering Event (as defined in the Convertible Facility), or (B) if later than the date determined pursuant to the immediately preceding clause (A), 90 days after the issuance of all Shares issued pursuant to the Top-Up Warrant Triggering Event (as defined therein).

F3 · ownership.nature: 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. The Filer disclaims beneficial ownership of these securities except to the extent of the Filer's pecuniary interest therein.

F4 · ownership.nature: Amounts reported are held indirectly by the following 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).

Read SEC document
March 04, 2022 Filed Mar 8, 2022 15:43 UTC MedMen Enterprises, Inc. MMNFF · Entity 94628 OtherTop-Up Warrant · Derivative 125,439 $0.00 Strike: $0.16 $0.00
Disclosure

SEC source: 0001829126-22-005548 · ownership.xml · derivative · entry 2

Gotham Green Partners LLC · CIK 0001796617 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Gotham Green Fund 1 (Q) HoldCo, LLC

Disclosed balance after: 125,439

Underlying: Class B Subordinate Voting Shares · 125,439 shares

Expires not disclosed

F1 · kind: Top-Up Warrants exercisable for Class B Subordinate Voting Shares ("Shares") were issued by MedMen Enterprises Inc. ("MedMen") pursuant to the terms of the Fourth Amended and Restated Securities Purchase Agreement dated August 17, 2021 (the "Convertible Facility") in connection with the issuance of Shares by MedMen as part of the Sixth Modification to its Senior Secured Commercial Loan Agreement, which automatically triggered the right of holders of convertible notes issued under the Convertible Facility to be issued on an involuntary basis five-year warrants in order to maintain their pro rata ownership interest (on a partially diluted basis) in Shares.

F2 · derivative.expiration_date: The Top-Up Warrants expire on the earlier of the date that is (i) February 2, 2027, and (ii) the date that is the later of (A) 90 days after the Triggering Event (as defined in the Convertible Facility), or (B) if later than the date determined pursuant to the immediately preceding clause (A), 90 days after the issuance of all Shares issued pursuant to the Top-Up Warrant Triggering Event (as defined therein).

F3 · ownership.nature: 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. The Filer disclaims beneficial ownership of these securities except to the extent of the Filer's pecuniary interest therein.

F4 · ownership.nature: Amounts reported are held indirectly by the following 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).

Read SEC document
March 04, 2022 Filed Mar 8, 2022 15:43 UTC MedMen Enterprises, Inc. MMNFF · Entity 94628 OtherTop-Up Warrant · Derivative 31,355 $0.00 Strike: $0.16 $0.00
Disclosure

SEC source: 0001829126-22-005548 · ownership.xml · derivative · entry 1

Gotham Green Partners LLC · CIK 0001796617 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Gotham Green Fund 1 HoldCo, LLC

Disclosed balance after: 31,355

Underlying: Class B Subordinate Voting Shares · 31,355 shares

Expires not disclosed

F1 · kind: Top-Up Warrants exercisable for Class B Subordinate Voting Shares ("Shares") were issued by MedMen Enterprises Inc. ("MedMen") pursuant to the terms of the Fourth Amended and Restated Securities Purchase Agreement dated August 17, 2021 (the "Convertible Facility") in connection with the issuance of Shares by MedMen as part of the Sixth Modification to its Senior Secured Commercial Loan Agreement, which automatically triggered the right of holders of convertible notes issued under the Convertible Facility to be issued on an involuntary basis five-year warrants in order to maintain their pro rata ownership interest (on a partially diluted basis) in Shares.

F2 · derivative.expiration_date: The Top-Up Warrants expire on the earlier of the date that is (i) February 2, 2027, and (ii) the date that is the later of (A) 90 days after the Triggering Event (as defined in the Convertible Facility), or (B) if later than the date determined pursuant to the immediately preceding clause (A), 90 days after the issuance of all Shares issued pursuant to the Top-Up Warrant Triggering Event (as defined therein).

F3 · ownership.nature: 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. The Filer disclaims beneficial ownership of these securities except to the extent of the Filer's pecuniary interest therein.

F4 · ownership.nature: Amounts reported are held indirectly by the following 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).

Read SEC document
August 18, 2021 Filed Aug 19, 2021 21:33 UTC MedMen Enterprises, Inc. MMNFF · Entity 94628 SaleClass B Subordinate Voting Shares 2,685,240 Not disclosed Not disclosed
Disclosure

SEC source: 0001209191-21-052676 · doc4.xml · nonDerivative · entry 1

Gotham Green Partners LLC · CIK 0001796617 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote 3.

Disclosed balance after: 0

F1 · kind: 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 footnote 3.

F2 · price: The shares were sold in a private sale for total consideration of $200,000.

F3 · ownership.direct: 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.

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August 18, 2021 Filed Sep 1, 2021 17:38 UTC Amendment MedMen Enterprises, Inc. MMNFF · Entity 94628 SaleClass B Subordinate Voting Shares 2,685,240 Not disclosed Not disclosed
Disclosure

SEC source: 0001209191-21-054288 · doc4a.xml · nonDerivative · entry 1

Gotham Green Partners LLC · CIK 0001796617 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote 3.

Disclosed balance after: 0

F1 · kind: 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.

F2 · price: The shares were sold in a private sale for total consideration of $200,000.

F3 · ownership.direct: 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.

Read SEC document
August 17, 2021 Filed Aug 19, 2021 21:33 UTC MedMen Enterprises, Inc. MMNFF · Entity 94628 OtherWarrant · Derivative 21,255,723 Not disclosed Strike: $0.15 Not disclosed
Disclosure

SEC source: 0001209191-21-052676 · doc4.xml · derivative · entry 18

Gotham Green Partners LLC · CIK 0001796617 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote 6.

Disclosed balance after: 11,445,389

Underlying: Class B Subordinate Voting Shares · 21,255,723 shares

Expires 2025-09-14

F4 · kind: 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.

F5 · price: 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.

F6 · ownership.direct: 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.

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August 17, 2021 Filed Aug 19, 2021 21:33 UTC MedMen Enterprises, Inc. MMNFF · Entity 94628 OtherWarrant · Derivative 10,627,861 Not disclosed Strike: $0.15 Not disclosed
Disclosure

SEC source: 0001209191-21-052676 · doc4.xml · derivative · entry 17

Gotham Green Partners LLC · CIK 0001796617 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote 6.

Disclosed balance after: 5,722,695

Underlying: Class B Subordinate Voting Shares · 10,627,861 shares

Expires 2025-04-24

F4 · kind: 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.

F5 · price: 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.

F6 · ownership.direct: 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.

Read SEC document
August 17, 2021 Filed Aug 19, 2021 21:33 UTC MedMen Enterprises, Inc. MMNFF · Entity 94628 OtherWarrant · Derivative 53,139,307 Not disclosed Strike: $0.15 Not disclosed
Disclosure

SEC source: 0001209191-21-052676 · doc4.xml · derivative · entry 16

Gotham Green Partners LLC · CIK 0001796617 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote 6.

Disclosed balance after: 28,613,473

Underlying: Class B Subordinate Voting Shares · 53,139,307 shares

Expires 2025-03-27

F4 · kind: 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.

F5 · price: 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.

F6 · ownership.direct: 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.

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August 17, 2021 Filed Aug 19, 2021 21:33 UTC MedMen Enterprises, Inc. MMNFF · Entity 94628 OtherWarrant · Derivative 40,413,468 Not disclosed Strike: $0.16 Not disclosed
Disclosure

SEC source: 0001209191-21-052676 · doc4.xml · derivative · entry 15

Gotham Green Partners LLC · CIK 0001796617 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote 6.

Disclosed balance after: 21,761,099

Underlying: Class B Subordinate Voting Shares · 40,413,468 shares

Expires 2026-01-11

F4 · kind: 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.

F5 · price: 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.

F6 · ownership.direct: 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.

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August 17, 2021 Filed Aug 19, 2021 21:33 UTC MedMen Enterprises, Inc. MMNFF · Entity 94628 OtherWarrant · Derivative 1,687,492 Not disclosed Strike: $1.01 Not disclosed
Disclosure

SEC source: 0001209191-21-052676 · doc4.xml · derivative · entry 14

Gotham Green Partners LLC · CIK 0001796617 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote 6.

Disclosed balance after: 908,648

Underlying: Class B Subordinate Voting Shares · 1,687,492 shares

Expires 2022-11-27

F4 · kind: 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.

F5 · price: 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.

F6 · ownership.direct: 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.

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August 17, 2021 Filed Aug 19, 2021 21:33 UTC MedMen Enterprises, Inc. MMNFF · Entity 94628 OtherWarrant · Derivative 487,497 Not disclosed Strike: $1.17 Not disclosed
Disclosure

SEC source: 0001209191-21-052676 · doc4.xml · derivative · entry 13

Gotham Green Partners LLC · CIK 0001796617 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote 6.

Disclosed balance after: 262,500

Underlying: Class B Subordinate Voting Shares · 487,497 shares

Expires 2022-11-27

F4 · kind: 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.

F5 · price: 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.

F6 · ownership.direct: 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.

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August 17, 2021 Filed Aug 19, 2021 21:33 UTC MedMen Enterprises, Inc. MMNFF · Entity 94628 OtherWarrant · Derivative 1,350,309 Not disclosed Strike: $3.16 Not disclosed
Disclosure

SEC source: 0001209191-21-052676 · doc4.xml · derivative · entry 12

Gotham Green Partners LLC · CIK 0001796617 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote 6.

Disclosed balance after: 727,090

Underlying: Class B Subordinate Voting Shares · 1,350,309 shares

Expires 2022-07-12

F4 · kind: 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.

F5 · price: 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.

F6 · ownership.direct: 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.

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August 17, 2021 Filed Aug 19, 2021 21:33 UTC MedMen Enterprises, Inc. MMNFF · Entity 94628 OtherWarrant · Derivative 390,089 Not disclosed Strike: $3.65 Not disclosed
Disclosure

SEC source: 0001209191-21-052676 · doc4.xml · derivative · entry 11

Gotham Green Partners LLC · CIK 0001796617 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote 6.

Disclosed balance after: 210,048

Underlying: Class B Subordinate Voting Shares · 390,089 shares

Expires 2022-07-12

F4 · kind: 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.

F5 · price: 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.

F6 · ownership.direct: 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.

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August 17, 2021 Filed Aug 19, 2021 21:33 UTC MedMen Enterprises, Inc. MMNFF · Entity 94628 OtherWarrant · Derivative 3,671,329 Not disclosed Strike: $3.72 Not disclosed
Disclosure

SEC source: 0001209191-21-052676 · doc4.xml · derivative · entry 10

Gotham Green Partners LLC · CIK 0001796617 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote 6.

Disclosed balance after: 1,976,870

Underlying: Class B Subordinate Voting Shares · 3,671,329 shares

Expires 2022-05-22

F4 · kind: 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.

F5 · price: 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.

F6 · ownership.direct: 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.

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August 17, 2021 Filed Aug 19, 2021 21:33 UTC MedMen Enterprises, Inc. MMNFF · Entity 94628 OtherWarrant · Derivative 1,060,606 Not disclosed Strike: $4.29 Not disclosed
Disclosure

SEC source: 0001209191-21-052676 · doc4.xml · derivative · entry 9

Gotham Green Partners LLC · CIK 0001796617 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote 6.

Disclosed balance after: 571,096

Underlying: Class B Subordinate Voting Shares · 1,060,606 shares

Expires 2022-05-22

F4 · kind: 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.

F5 · price: 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.

F6 · ownership.direct: 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.

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August 17, 2021 Filed Aug 19, 2021 21:33 UTC MedMen Enterprises, Inc. MMNFF · Entity 94628 OtherWarrant · Derivative 917,832 Not disclosed Strike: $3.72 Not disclosed
Disclosure

SEC source: 0001209191-21-052676 · doc4.xml · derivative · entry 8

Gotham Green Partners LLC · CIK 0001796617 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote 6.

Disclosed balance after: 494,218

Underlying: Class B Subordinate Voting Shares · 917,832 shares

Expires 2022-04-23

F4 · kind: 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.

F5 · price: 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.

F6 · ownership.direct: 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.

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August 17, 2021 Filed Aug 19, 2021 21:33 UTC MedMen Enterprises, Inc. MMNFF · Entity 94628 OtherWarrant · Derivative 265,152 Not disclosed Strike: $4.29 Not disclosed
Disclosure

SEC source: 0001209191-21-052676 · doc4.xml · derivative · entry 7

Gotham Green Partners LLC · CIK 0001796617 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote 6.

Disclosed balance after: 142,775

Underlying: Class B Subordinate Voting Shares · 265,152 shares

Expires 2022-04-23

F4 · kind: 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.

F5 · price: 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.

F6 · ownership.direct: 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.

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August 17, 2021 Filed Aug 19, 2021 21:33 UTC MedMen Enterprises, Inc. MMNFF · Entity 94628 OtherConvertible Note · Derivative Not disclosed Not disclosed Strike: $0.34 $68,601,074.92
Disclosure

SEC source: 0001209191-21-052676 · doc4.xml · derivative · entry 6

Gotham Green Partners LLC · CIK 0001796617 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote 6.

Disclosed balance after: Not disclosed

Underlying: Class B Subordinate Voting Shares · 201,767,867 shares

Expires 2028-08-17

F4 · kind: 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.

F5 · price: 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.

F6 · ownership.direct: 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.

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August 17, 2021 Filed Aug 19, 2021 21:33 UTC MedMen Enterprises, Inc. MMNFF · Entity 94628 OtherConvertible Note · Derivative Not disclosed Not disclosed Strike: $0.28 $1,526,502.93
Disclosure

SEC source: 0001209191-21-052676 · doc4.xml · derivative · entry 5

Gotham Green Partners LLC · CIK 0001796617 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote 6.

Disclosed balance after: Not disclosed

Underlying: Class B Subordinate Voting Shares · 5,365,564 shares

Expires 2028-08-17

F4 · kind: 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.

F5 · price: 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.

F6 · ownership.direct: 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.

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August 17, 2021 Filed Aug 19, 2021 21:33 UTC MedMen Enterprises, Inc. MMNFF · Entity 94628 OtherConvertible Note · Derivative Not disclosed Not disclosed Strike: $0.17 $36,939,040.34
Disclosure

SEC source: 0001209191-21-052676 · doc4.xml · derivative · entry 4

Gotham Green Partners LLC · CIK 0001796617 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote 6.

Disclosed balance after: Not disclosed

Underlying: Class B Subordinate Voting Shares · 217,288,473 shares

Expires 2028-08-17

F4 · kind: 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.

F5 · price: 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.

F6 · ownership.direct: 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.

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August 17, 2021 Filed Aug 19, 2021 21:33 UTC MedMen Enterprises, Inc. MMNFF · Entity 94628 OtherConvertible Note · Derivative Not disclosed Not disclosed Strike: $0.16 $8,586,065.33
Disclosure

SEC source: 0001209191-21-052676 · doc4.xml · derivative · entry 3

Gotham Green Partners LLC · CIK 0001796617 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote 6.

Disclosed balance after: Not disclosed

Underlying: Class B Subordinate Voting Shares · 53,383,489 shares

Expires 2028-08-17

F4 · kind: 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.

F5 · price: 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.

F6 · ownership.direct: 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.

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August 17, 2021 Filed Aug 19, 2021 21:33 UTC MedMen Enterprises, Inc. MMNFF · Entity 94628 OtherConvertible Note · Derivative Not disclosed Not disclosed Strike: $0.15 $50,146,071.49
Disclosure

SEC source: 0001209191-21-052676 · doc4.xml · derivative · entry 2

Gotham Green Partners LLC · CIK 0001796617 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote 6.

Disclosed balance after: Not disclosed

Underlying: Class B Subordinate Voting Shares · 327,966,458 shares

Expires 2028-08-17

F4 · kind: 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.

F5 · price: 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.

F6 · ownership.direct: 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.

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August 17, 2021 Filed Sep 1, 2021 17:38 UTC Amendment MedMen Enterprises, Inc. MMNFF · Entity 94628 OtherWarrant · Derivative 10,627,861 Not disclosed Strike: $0.15 Not disclosed
Disclosure

SEC source: 0001209191-21-054288 · doc4a.xml · derivative · entry 17

Gotham Green Partners LLC · CIK 0001796617 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote 7.

Disclosed balance after: 5,722,695

Underlying: Class B Subordinate Voting Shares · 10,627,861 shares

Expires 2025-04-24

F5 · kind: 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.

F6 · price: 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.

F7 · ownership.direct: 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.

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Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.