Statement of Ownership (sc 13g)
February 09 2017 - 4:06PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT
NO. __)
GENERAL
CANNABIS CORPORATION
(Name
of Issuer)
Common
Stock
(Title
of Class of Securities)
36930V100
(CUSIP
Number)
Check the appropriate
box to designate the rule pursuant to which this Schedule is filed:
☐
|
Rule 13d-1(b)
|
þ
|
Rule 13d-1(c)
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☐
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Rule 13d-1(d)
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*The remainder
of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover
page.
The
information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
1.
NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON
Stephen
Mann
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ☐
(b) ☐
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
5. SOLE
VOTING POWER, NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON – 1,290,909
6. SHARED
VOTING POWER – 0
7. SOLE
DISPOSITIVE POWER – 1,290,909
8. SHARED
DISPOSITIVE POWER – 0
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON – 1,290,909
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.2%
12.
TYPE OF REPORTING PERSON
IN
ITEM 1
(a) NAME OF ISSUER: General Cannabis Corporation
ITEM 1 (b) ADDRESS
OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
6565 E.
Evans Avenue
Denver, Colorado
80224
ITEM 2 (a) NAME
OF PERSON FILING:
Stephen Mann
ITEM 2 (b) ADDRESS
OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
c/o Stephen Mann,
450 Park Avenue, Third Floor, New York, New York 10022
ITEM 2 (c) CITIZENSHIP:
USA
ITEM 2 (d) TITLE
OF CLASS OF SECURITIES:
Common Stock
ITEM 2 (e) CUSIP
NUMBER:
36930V100
ITEM 3
IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B) OR 13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
(a)
|
☐
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Broker
or dealer registered under Section 15 of the Exchange Act.
|
(b)
|
☐
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Bank
as defined in Section 3(a)(6) of the Exchange Act.
|
(c)
|
☐
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Insurance
Company defined in Section 3(a)(19) of the Exchange Act.
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(d)
|
☐
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Investment
Company registered under Section 8 of the Investment Company Act.
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(e)
|
☐
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An
Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E)
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(f)
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☐
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An
employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(ii)(F)
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(g)
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☐
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A
parent holding company or control person in accordance Rule 13d-1(b)(1)(ii)(G)
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(h)
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☐
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A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
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(i)
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☐
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A
church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company
Act;
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(j)
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☐
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Group,
in accordance with Rule 13d-1(b)(1)(ii)(J)
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ITEM 4 OWNERSHIP
(a)
AMOUNT BENEFICIALLY OWNED: 1,290,909
(b) PERCENT OF CLASS: 8.2%
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON
HAS:
(i) SOLE POWER TO VOTE
OR DIRECT THE VOTE 1,290,909
(ii) SHARED POWER TO VOTE OR DIRECT
THE VOTE 0
(iii) SOLE POWER TO DISPOSE OR TO DIRECT THE
DISPOSITION OF 1,290,909
(iv) SHARED POWER TO DISPOSE OR TO DIRECT
THE DISPOSITION OF 0
ITEM 5 OWNERSHIP
OF FIVE PERCENT OR LESS OF A CLASS
ITEM 6 OWNERSHIP
OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
ITEM
7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
ITEM
8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF A GROUP
ITEM
9 NOTICE OF DISSOLUTION OF GROUP
ITEM
10. CERTIFICATION.
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control
of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect
SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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(Date)
February 9, 2017
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/s/
Stephen Mann
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