SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Miller James
(Last) (First) (Middle)
3242 SOUTH HALLADAY STREET
SUITE 202
(Street)
SANTA ANA CA 92705
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
01/12/2024 		3. Issuer Name and Ticker or Trading Symbol
BLUM HOLDINGS, INC. [ BLMH ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Operating Officer
 5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series V Preferred Stock 01/03/2024 (1) Common Stock 35,714 0.0000 D
Warrants 01/03/2023 12/31/2025 Common Stock 17,857 2.8 D
Options(2) 10/23/2023(3) 10/23/2033 Common Stock 14,000 0.01 D
Explanation of Responses:
1. Each share of Series V Preferred Stock is convertible at the option of the holder into ten (10) shares of Common Stock at any time from and after the first anniversary of the issuance date. Each share of Series V Preferred Stock automatically converts into ten (10) fully paid and non-assessable shares of Common Stock on the second anniversary of the issuance date.
2. Employee Stock Options (right to buy) ("Options") granted pursuant to the UMBRLA, Inc. 2019 Equity Incentive Plan, as amended.
3. Options are fully vested.
/s/ James Miller 02/01/2024
** Signature of Reporting Person Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.