Initial Statement of Beneficial Ownership (3)
July 12 2021 - 7:39PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
Estimated average burden hours per response...
0.5
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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
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1. Name and Address of Reporting Person
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Baum Eric |
2. Date of Event Requiring Statement (MM/DD/YYYY)
7/1/2021
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3. Issuer Name and Ticker or Trading Symbol
Unrivaled Brands, Inc. [UNRV]
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(Last)
(First)
(Middle)
C/O UNRIVALED BRANDS, INC., 3242 S. HALLADAY ST., SUITE 202 |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Street)
SANTA ANA, CA 92705
(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
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Table I - Non-Derivative Securities Beneficially Owned
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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) |
Common Stock (1) | 1058639 (2) | I | Held by Spouse |
Common Stock (1) | 393059 (2) | I | Held by LLC (4) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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) |
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Warrants (Right to Buy) (3) | 6/1/2020 | 6/1/2025 | Common Stock | 480806 | $0.19 (3) | I | Held by Spouse |
Warrants (Right to Buy) (3) | 6/1/2020 | 6/1/2025 | Common Stock | 480806 | $0.01 (3) | I | Held by Spouse |
Warrants (Right to Buy) (3) | 6/1/2020 | 6/1/2025 | Common Stock | 96161 | $0.19 (3) | I | Held by LLC (4) |
Warrants (Right to Buy) (3) | 6/1/2020 | 6/1/2025 | Common Stock | 96161 | $0.01 (3) | I | Held by LLC (4) |
Warrants (Right to Buy) (3) | 6/1/2020 | 6/1/2025 | Common Stock | 76159 | $0.01 (3) | I | Held by LLC (4) |
Explanation of Responses: |
(1) | The Reporting Person was appointed to the Issuer's Board of Directors, effective July 1, 2021, 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 directly or indirectly held 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 shares of the Issuer's common stock received in the Merger. |
(3) | Represents UMBRLA warrants assumed by the Issuer in the Merger that were 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. |
(4) | Represents securities held by Acquis Fund 2018 LLC, of which the Reporting Person is a member. The Reporting Person disclaims beneficial ownership of these securities except to the extent of the Reporting Person's pecuniary interest therein. |
Remarks: Power of Attorney is attached hereto as Exhibit 24. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Baum Eric C/O UNRIVALED BRANDS, INC. 3242 S. HALLADAY ST., SUITE 202 SANTA ANA, CA 92705 | X |
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Signatures
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/s/ Eric Baum | | 7/12/2021 |
**Signature of Reporting Person | Date |