FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * Dye Justin 2. Issuer Name and Ticker or Trading Symbol Medicine Man Technologies, Inc. [ MDCL ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)__X__ Director                    __X__ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Executive Officer
(Last)         (First)         (Middle)
C/O MEDICINE MAN TECHNOLOGIES, INC., 4880 HAVANA STREET, SUITE 201
3. Date of Earliest Transaction (MM/DD/YYYY)
5/20/2020
(Street)
DENVER, CO 90239
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock  5/20/2020    P    187500  A $2  9287500  I  See footnote (1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant to purchase common stock  $3.5  5/20/2020    P     187500      5/20/2020  5/20/2023  Common Stock  187500   (1) 9287500  I  See footnote (1)

Explanation of Responses:
(1)  On May 20, 2020, and pursuant to the second amendment to a securities purchase agreement (the "Purchase Agreement") dated May 20, 2020 by and between Medicine Man Technologies, Inc. (the "Company") and Dye Capital Cann Holdings, LLC (the "Investor"), the Investor purchased, in a private placement 187,500 shares of the Company's common stock, par value $0.001 per share (the "Common Stock") at a price of $2.00 per share and warrants (the "Warrants") to purchase 187,500 shares of Common Stock. The Warrants are for a term of three years and are exercisable at a price of $3.50. The Reporting Person has voting and investment control of the securities owned by the Investor and disclaims beneficial ownership of the securities for purposes of Section 16 except to the extent of the Reporting Person's pecuniary interest therein.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Dye Justin
C/O MEDICINE MAN TECHNOLOGIES, INC.
4880 HAVANA STREET, SUITE 201
DENVER, CO 90239
X X Chief Executive Officer

Signatures
/s/ Justin Dye 5/22/2020
**Signature of Reporting Person Date
Medicine Man Technologies (QX) (USOTC:SHWZ)
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