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 * 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)
Date Exercisable Expiration Date Title Amount or Number of Shares
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
Director 10% Owner Officer Other
Joudeh Naser Ahmad
16836 EAST WEAVER PLACE
AURORA, CO 80016



Filer

Signatures
Naser Ahmad Joudeh 6/21/2021
**Signature of Reporting Person Date
Medicine Man Technologies (QX) (USOTC:SHWZ)
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