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 Capital & Co LLC 2. Issuer Name and Ticker or Trading Symbol Medicine Man Technologies, Inc. [ SHWZ ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)_____ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)         (First)         (Middle)
C/O DYE CAPITAL AND COMPANY LLC, 350 CAMINO GARDENS BLVD. STE. 200
3. Date of Earliest Transaction (MM/DD/YYYY)
12/16/2020
(Street)
BOCA RATON, FL 33431
(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

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
Convertible Note   (1) 12/16/2020    P     5000000       (1)  (1) Footnote (1)  (1) $5000000  $5000000  D   
Convertible Note  $1.20 (3) 2/26/2021    C     5060       (4)  (4) Series A Cumulative Convertible Preferred Stock  5060 (2) $0  5060  D   
Series A Cumulative Convertible Preferred Stock  $1.20 (3) 2/26/2021    C     5060       (4)  (4) Common Stock  4216667 (5) $0  5060  D   

Explanation of Responses:
(1)  The Convertible Promissory Note and Security Agreement (the "Note") is convertible if (i) a Qualified Financing (as defined in the Note) occurs one or before the maturity date or the holder receives a Prepayment Notice (as defined in the Note). The outstanding amount under the Note is convertible at the option of the holder into either (a) the securities issued in the Qualified Financing, or (b) shares of the issuer's Series A Cumulative Convertible Preferred Stock at a conversion price equal to the price per share paid by other investors in the Qualified Financing or the issuance of the Series A Cumulative Convertible Preferred Stock.
(2)  5,060 Series A Preferred Shares are held by Dye Capital & Company ("Dye Capital") and 21,350 Series A Preferred Shares by Dye Capital Cann Holdings II, LLC ("Cann II"). Dye Capital is the manager of Cann II. As the general partner of Dye Capital, Mr. Dye has voting and investment control over the Series A Preferred Shares held by Dye Capital and Cann II. Mr. Dye disclaims beneficial ownership of the reported shares except to the extent of his pecuniary interest therein.
(3)  Subject to adjustment, as described in the Certificate of Designation.
(4)  The shares of Series A Cumulative Convertible Preferred Stock (the "Series A Preferred Shares") are convertible into shares of the common stock (the "Common Shares") of Medicine Man Technologies, Inc. (the "Company") upon the events specified in the Company's Certificate of Designation of Series A Cumulative Convertible Preferred Stock (the "Certificate of Designation"). The Preferred stock is perpetual and therefore has no expiration date.
(5)  Represents the number of Common Shares issuable upon conversion of the Series A Preferred Shares on the date of the reported transaction. Each Series A Preferred Share is convertible into that number of Common Shares equal to the preference amount (initially $1,000) plus any accrued dividends with respect to such share, divided by the conversion price (initially $1.20), subject to adjustment as set forth in the Certificate of Designation. The Series A Preferred Shares earn a cumulative dividend of 8% per annum.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Dye Capital & Co LLC
C/O DYE CAPITAL AND COMPANY LLC
350 CAMINO GARDENS BLVD. STE. 200
BOCA RATON, FL 33431

X


Signatures
/s/ Justin C. Dye 5/4/2021
**Signature of Reporting Person Date
Medicine Man Technologies (QX) (USOTC:SHWZ)
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