Unrivaled Brands, Inc.

(Name of Issuer)

☐

Rule 13d-1(b)

☒

Rule 13d-1(c)

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Rule 13d-1(d)

1.

Names of Reporting Persons

Joseph Gerlach

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ☐

(b) ☐

3.

SEC Use Only

4.

Citizenship or Place of Organization
 

United States of America

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With:

5.

Sole Voting Power

39,717,789 (1) 

6.

Shared Voting Power

0

7.

Sole Dispositive Power

39,717,789 (1)

8.

Shared Dispositive Power

0 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

39,717,789 (1)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

☐

11.

Percent of Class Represented by Amount in Row (9)

8.4% (2)

12.

Type of Reporting Person (See Instructions)

IN

(1)

Comprised of (i) 36,099,147 shares of common stock, (ii) options to purchase 2,464,706 shares of common stock that are exercisable within 60 days, and (iii) warrants to purchase 1,153,936 shares of common stock that are exercisable within 60 days.

(2)

Percentage of class is calculated based on (i) 431,876,107 shares of common stock outstanding as of August 2, 2021, as reported in the Issuer’s Definitive Proxy Statement on Schedule 14A filed with the SEC on August 19, 2021, plus (ii) the options and warrants to purchase shares of common stock held by the Reporting Person and exercisable within 60 days, as set forth in note (1) above.

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Item 1.

Security and Issuer

(a)

Name of Issuer

Unrivaled Brands, Inc.

(b)

Address of Issuer’s Principal Executive Offices

3242 S. Halladay St., Suite 202, Santa Ana, California 92705

Item 2.

Identity and Background

(a)

Name of Persons Filing

Joseph Gerlach (the “Reporting Person”)

(b)

Address of Principal Business Office or, if none, Residence

The residence address for the Reporting Person is:

2811 Pepper Rd.

Petaluma, California 94952

(c)

Citizenship

The Reporting Person is a citizen of the United States of America.

(d)

Title of Class of Securities

Common Stock, $0.001 par value

(e)

CUSIP No.

91532E 105

If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

Not Applicable

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:

39,717,789 shares of Common Stock

(b)

Percent of class: 8.4%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote:

39,717,789 shares of Common Stock

(ii)

Shared power to vote or to direct the vote:

0 shares

(iii)

Sole power to dispose or to direct the disposition of:

39,717,789 shares of Common Stock

(iv)

Shared power to dispose or to direct the disposition of:

0 shares

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As of the date of this report, the Reporting Person held (i) 39,717,789 shares of Common Stock, (ii) options to purchase 4,319,016, with 2,464,706 shares of Common Stock underlying options that are exercisable within 60 days and 1,854,310 shares of Common Stock underlying options that are not exercisable within 60 days, and (iii) warrants to purchase 1,153,936 shares of Common Stock that are exercisable within 60 days. As a result, as of the date of this report, the Reporting Person is deemed to not beneficially own the 1,854,310 shares of common stock underlying options that are not exercisable within 60 days, but is deemed to beneficially own the 2,464,706 shares of Common Stock underlying options and 1,153,936 shares of Common Stock underlying warrants that are exercisable within 60 days.

The reported beneficial ownership percentage is calculated based on (i) 431,876,107 shares of Common Stock outstanding as of August 2, 2021, as reported in the Issuer’s Definitive Proxy Statement on Schedule 14A filed with the SEC on August 19, 2021, plus (ii) the options and warrants to purchase shares of Common Stock held by the Reporting Person and exercisable within 60 days, as described above.

Ownership of Five Percent or Less of a Class

Not Applicable.

Ownership of More than Five Percent on Behalf of Another Person

Not Applicable.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not Applicable.

Identification and Classification of Members of the Group

Not Applicable.

Notice of Dissolution of Group

Not Applicable.

Certification

By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under Sec. 240.14a-11.

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Joseph Gerlach

Dated: October 5, 2021

By:

/s/ Joseph Gerlach

Name: Joseph Gerlach

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