FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *

PUGLISE JOSEPH P.

2. Date of Event Requiring Statement (MM/DD/YYYY)
12/5/2018 

3. Issuer Name and Ticker or Trading Symbol

Medicine Man Technologies, Inc. [MDCL]

(Last)        (First)        (Middle)

4880 HAVANA STREET, SUITE 201

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

__ X __ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
Chief Operating Officer /

(Street)

DENVER, CO 80239       

(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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy)     (1)   (2) Common Stock   2000000   $1.49   (3) D    

Explanation of Responses:
(1)  The Reporting Person's Stock Option to acquire shares of the Registrant's common stock were granted pursuant to an Employment Agreement, as amended, and vest and become exercisable as follows: (i) 250,000 on December 5, 2018; (ii) 250,000 on December 5, 2019; (iii) 250,000 on December 5, 2020; (iv) 250,000 on December 5, 2021; (v) 250,000 if the Registrant achieves annual gross revenue in excess of $25,000,000 in calendar-year 2020 from the certain of the Registrant's operations; (vi) 250,000 if the Registrant achieves annual gross revenues in excess of 40,000,000 in calendar-year 2021 from certain of the Registrant's operations and (vii) 500,000 if the VWAP of the Registrant's common stock is $5.00 or greater for five (5) consecutive trading days at any time during the term of the Amended Employment Agreement.
(2)  Any unexercised portion of the Stock Option, whether vested or unvested, shall expire on the date which is three (3) years and one (1) month following the date the shares of common stock subject to the Stock Option vest and become exercisable.
(3)  The exercise price of the Stock Option is equal to the fair market value of the Registrant's common stock as of the date of the grant of such Stock Option.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
PUGLISE JOSEPH P.
4880 HAVANA STREET, SUITE 201
DENVER, CO 80239
X
Chief Operating Officer

Signatures
/s/ Joseph P. Puglise 5/24/2019
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Medicine Man Technologies (CE) (USOTC:SHWZ)
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