Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	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 ^*

Joudeh Naser Ahmad

2. Date of Event Requiring Statement (MM/DD/YYYY) 12/17/2020

3. Issuer Name and Ticker or Trading Symbol

Medicine Man Technologies, Inc. [SHWZ]

(Last) (First) (Middle)

16836 EAST WEAVER PLACE

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director _____ 10% Owner
_____ Officer (give title below) ___X___ Other (specify below)
/ Filer

(Street)

AURORA, CO 80016

(City) (State) (Zip)

5. 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 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 Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Cumulative Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common stock	1192500 ⁽²⁾	$1.2 ⁽³⁾	D
Series A Cumulative Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common stock	645000 ⁽²⁾	$1.2 ⁽³⁾	D
Series A Cumulative Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common stock	498333 ⁽²⁾	$1.2 ⁽³⁾	I	Spouse
Series A Cumulative Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common stock	198333 ⁽²⁾	$1.2 ⁽³⁾	D
Warrants (Right to Buy)	⁽⁴⁾	⁽⁴⁾	Common stock	268375	$1.2	D
Warrants (Right to Buy)	⁽⁴⁾	⁽⁴⁾	Common stock	145208	$1.2	D
Warrants (Right to Buy)	⁽⁴⁾	⁽⁴⁾	Common stock	111881	$1.2	I	Spouse
Warrants (Right to Buy)	⁽⁴⁾	⁽⁴⁾	Common stock	44548	$1.2	D

Explanation of Responses:
(1)	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.
(2)	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.
(3)	Subject to adjustment, as described in the Certificate of Designation.
(4)	The reporting person received the warrants under Asset Purchase Agreements entered into by entities partly-owned by the reporting person upon the sale of assets by such entities to the issuer on the following dates: December 17, 2020; December 18, 2020; and February 3, 2021.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Joudeh Naser Ahmad 16836 EAST WEAVER PLACE AURORA, CO 80016				Filer