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 |
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Unrivaled Brands, Inc. [ UNRV ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/01/2021 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 07/01/2021 | A | 955,459(1) | A | (1) | 955,459 | I | By Trust | ||
Common Stock | 07/01/2021 | A | 19,260,742(1) | A | (1) | 19,260,742 | I | By Alpha West Holdings, Inc.(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Warrant (Right to Buy)(2) | $0.01 | 07/01/2021 | A | 480,806 | 06/01/2020 | 06/01/2025 | Common Stock | 480,806 | (2) | 480,806 | I | By Trust | |||
Warrant (Right to Buy)(2) | $0.01 | 07/01/2021 | A | 2,555,094 | 06/01/2020 | 06/01/2025 | Common Stock | 2,555,094 | (2) | 2,555,094 | I | By Trust | |||
Warrant (Right to Buy)(2) | $0.19 | 07/01/2021 | A | 480,806 | 06/01/2020 | 06/01/2025 | Common Stock | 480,806 | (2) | 480,806 | I | By Trust | |||
Warrant (Right to Buy)(2) | $0.01 | 07/01/2021 | A | 576,968 | 06/01/2020 | 06/01/2025 | Common Stock | 576,968 | (2) | 576,968 | I | By Trust | |||
Warrant (Right to Buy)(2) | $0.19 | 07/01/2021 | A | 576,968 | 06/01/2020 | 06/01/2025 | Common Stock | 576,968 | (2) | 576,968 | I | By Trust | |||
Warrant (Right to Buy)(2) | $0.01 | 07/01/2021 | A | 980,845 | 06/01/2020 | 06/01/2025 | Common Stock | 980,845 | (2) | 980,845 | I | By Alpha West Holdings, Inc.(3) | |||
Warrant (Right to Buy)(2) | $0.01 | 07/01/2021 | A | 807,527 | 06/01/2020 | 06/01/2025 | Common Stock | 807,527 | (2) | 807,527 | I | By Alpha West Holdings, Inc.(3) | |||
Warrant (Right to Buy)(2) | $0.19 | 07/01/2021 | A | 980,845 | 06/01/2020 | 06/01/2025 | Common Stock | 980,845 | (2) | 980,845 | I | By Alpha West Holdings, Inc.(3) |
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 was converted into the right to receive 1.5386 shares of the Issuer's common stock (the "Exchange Ratio"). |
2. 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. |
3. Represents securities held by Alpha West Holdings, Inc., of which the Reporting Person is a stockholder. The Reporting Person disclaims beneficial ownership of these securities except to the extent of the Reporting Person's pecuniary interest therein. |
Remarks: |
/s/ Nicholas Kovacevich | 07/13/2021 | |
** 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. |