SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Francis Knuettel II

(Last)

(First)

(Middle)

C/O UNRIVALED BRANDS, INC.

3242 S. HALLADAY ST., SUITE 202

(Street)

SANTA ANA

92705

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Unrivaled Brands, Inc. [ UNRV ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/01/2021		A		423,456⁽¹⁾	A	⁽¹⁾	423,456	I	By Trust
Common Stock	06/18/2021		A		200,000	A	$0.00	2,050,000	D
Common Stock	07/01/2021		A		400,000	A	$0.00	2,450,000	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options⁽²⁾	$0.13⁽²⁾	07/01/2021		A		769,290		06/14/2021	11/04/2030	Common Stock	769,290	⁽²⁾	769,290	D
Warrant (Right to Buy)⁽³⁾	$0.01⁽³⁾	07/01/2021		A		192,322		06/01/2020	06/01/2025	Common Stock	192,322	⁽³⁾	192,322	I	By Trust
Warrant (Right to Buy)⁽³⁾	$0.19⁽³⁾	07/01/2021		A		192,322		06/01/2020	06/01/2025	Common Stock	192,322	⁽³⁾	192,322	I	By Trust

Explanation of Responses:

1. Represents shares of the Issuer's common stock acquired by the Reporting Person 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 held directly or indirectly 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 UMBRLA stock options held by the Reporting Person that were assumed by the Issuer in the Merger and converted into options 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.

3. Represents UMBRLA warrants held by the Reporting Person that were assumed by the Issuer in the Merger and 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.

Remarks:

	/s/ Francis Knuettel II	07/12/2021
	** 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 4 (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 Number.