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 * Imbimbo Dallas 2. Date of Event Requiring Statement (MM/DD/YYYY)
7/1/2021 

3. Issuer Name and Ticker or Trading Symbol Unrivaled Brands, Inc. [UNRV]
(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)
(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

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)
Common Stock (1) 12527700 (2) D   
Common Stock (1) 6454752 (2) I  Held by Spouse 
Common Stock (1) 19260742 (2) I  Held by Alpha West Holdings, Inc. (3)
Common Stock (1) 8259085 (2) I  Held by Rove Group LLC (4)
Common Stock (1) 15444746 (2) I  Held by Bonaparte Group LLC (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 (6) 1/1/2021  3/1/2030  Common Stock  5998636  $0.19 (6) D   
Stock Option (6)  (7) 11/19/2030  Common Stock  1923226  $0.13 (6) D   
Stock Option (6)  (9) 5/31/2031  Common Stock  1230865  $0.13 (6) D   
Stock Option (6) 1/1/2021  11/19/2030  Common Stock  769290  $0.13 (6) I  Held by Spouse 
Stock Option (6)  (10) 5/31/2031  Common Stock  615432  $0.13 (6) I  Held by Spouse 
Warrants (Right to Buy) (8) 8/1/2020  8/1/2025  Common Stock  408339  $0.19 (8) D   
Warrants (Right to Buy) (8) 8/1/2020  8/1/2025  Common Stock  408339  $0.01 (8) D   
Warrants (Right to Buy) (8) 8/1/2020  8/1/2025  Common Stock  408339  $0.19 (8) I  Held by Spouse 
Warrants (Right to Buy) (8) 8/1/2020  8/1/2025  Common Stock  408339  $0.01 (8) I  Held by Spouse 
Warrants (Right to Buy) (8) 6/1/2020  6/1/2025  Common Stock  980845  $0.01 (8) I  Held by Alpha West Holdings, Inc. (3)
Warrants (Right to Buy) (8) 6/1/2020  6/1/2025  Common Stock  807527  $0.01 (8) I  Held by Alpha West Holdings, Inc. (3)
Warrants (Right to Buy) (8) 6/1/2020  6/1/2025  Common Stock  980845  $0.19 (8) I  Held by Alpha West Holdings, Inc. (3)
Warrants (Right to Buy) (8) 6/1/2020  6/1/2025  Common Stock  3270254  $0.01 (8) I  Held by Rove Group LLC (4)
Warrants (Right to Buy) (8) 6/1/2020  6/1/2025  Common Stock  3270254  $0.19 (8) I  Held by Rove Group LLC (4)
Warrants (Right to Buy) (8) 6/1/2020  6/1/2025  Common Stock  4535599  $0.01 (8) I  Held by Rove Group LLC (4)
Warrants (Right to Buy) (8) 6/1/2020  6/1/2025  Common Stock  480806  $0.01 (8) I  Held by Rove Group LLC (4)
Warrants (Right to Buy) (8) 6/1/2020  6/1/2025  Common Stock  480806  $0.19 (8) I  Held by Rove Group 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)  Mr. Imbimbo, together with his spouse, is a majority shareholder of Alpha West Holdings, Inc. Mr. Imbimbo is also the Chief Executive Officer and a director of Alpha West Holdings, Inc.
(4)  Mr. Imbimbo is the sole member of Rove Group LLC.
(5)  Mr. Imbimbo's spouse is the managing member of Bonaparte Group LLC.
(6)  Represents UMBRLA stock options assumed by the Issuer in the Merger that were converted into options to purchase shares of the Issuer's common stock, as calculated based on the Exchange Ratio. The exercise price was adjusted to reflect the Exchange Ratio.
(7)  For Mr. Imbimbo, 25% of the options vest on the first anniversary of the grant date, with the remainder vesting in equal monthly installments for the remaining 36 months. For Mr. Imbimbo's spouse, the options vest in twelve equal monthly installments beginning on the grant date.
(8)  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.
(9)  Vests as to 25% of the underlying shares on January 1, 2022, with the remainder vesting in equal monthly installments for the remaining 36 months.
(10)  Vests in twelve equal monthly installments beginning on February 1, 2021, such that the stock option is fully-vested on January 1, 2022.

Remarks:
Power of Attorney is attached hereto as Exhibit 24.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Imbimbo Dallas
C/O UNRIVALED BRANDS, INC.
3242 S. HALLADAY ST., SUITE 202
SANTA ANA, CA 92705
X



Signatures
/s/ Dallas Imbimbo 7/12/2021
**Signature of Reporting Person Date
Terra Tech (QX) (USOTC:TRTC)
Historical Stock Chart
From Aug 2021 to Sep 2021 Click Here for more Terra Tech (QX) Charts.
Terra Tech (QX) (USOTC:TRTC)
Historical Stock Chart
From Sep 2020 to Sep 2021 Click Here for more Terra Tech (QX) Charts.