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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Options (2) | $ 0.13 (2) | 07/01-05:00/2021 | A | 769,290 | 06/14-05:00/2021 | 11/04-05:00/2030 | Common Stock | 769,290 | (2) | 769,290 | D | ||||
Warrant (Right to Buy) (3) | $ 0.01 (3) | 07/01-05:00/2021 | A | 192,322 | 06/01-05:00/2020 | 06/01-05:00/2025 | Common Stock | 192,322 | (3) | 192,322 | I | By Trust | |||
Warrant (Right to Buy) (3) | $ 0.19 (3) | 07/01-05:00/2021 | A | 192,322 | 06/01-05:00/2020 | 06/01-05:00/2025 | Common Stock | 192,322 | (3) | 192,322 | I | By Trust |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Francis Knuettel II C/O UNRIVALED BRANDS, INC. 3242 S. HALLADAY ST., SUITE 202 SANTA ANA, CA 92705 |
X | CEO and President |
/s/ Francis Knuettel II | 07/12-05:00/2021 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Represents shares of the Issuer's common stock acquired by the Reporting Person in connection with the Issuer's acquisition of UMBRLA Inc., a Nevada corporation ("UMBRLA"), pursuant to an Agreement and Plan of Merger, dated as of March 2, 2021, pursuant to which a wholly owned subsidiary of the Issuer merged with and into UMBRLA (the "Merger"), with UMBRLA surviving the Merger as a wholly owned subsidiary of the Issuer. At the effective time of the Merger, each share of UMBRLA common stock outstanding and held directly or indirectly by the Reporting Person was converted into the right to receive 1.5386 shares of the Issuer's common stock (the "Exchange Ratio"). |
(2) | Represents UMBRLA stock options held by the Reporting Person that were assumed by the Issuer in the Merger and converted into options exercisable for shares of the Issuer's common stock, as calculated based on the Exchange Ratio. The exercise price was adjusted to reflect the Exchange Ratio. |
(3) | Represents UMBRLA warrants held by the Reporting Person that were assumed by the Issuer in the Merger and converted into warrants exercisable for shares of the Issuer's common stock, as calculated based on the Exchange Ratio. The exercise price was adjusted to reflect the Exchange Ratio. |