SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Mukharji Pratap Chandra

(Last)

(First)

(Middle)

C/O MEDICINE MAN TECHNOLOGIES, INC.

4880 HAVANA ST., STE. 201

(Street)

DENVER

80239

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/09/2022

3. Issuer Name and Ticker or Trading Symbol
Medicine Man Technologies, Inc. [ SHWZ ]

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

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

5. 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 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	39,683	I	By Magnolia Hall Enterprises, LLC⁽¹⁾
Common Stock	24,510	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
13% Senior Convertible Note Due 2026	⁽²⁾	12/07/2026	Common Stock	90,049⁽²⁾⁽³⁾	$2.24⁽²⁾⁽³⁾	D

Explanation of Responses:

1. Magnolia Hall Enterprises, LLC (the "Holder") is the record holder of the reported shares. The reporting person is the manager and 100% owner of the Holder and has voting and investment control of the shares held by the Holder.

2. On December 7, 2021, the reporting person acquired his 13% Senior Secured Convertible Notes due December 7, 2026 (the "Note"). The Note is convertible at any time at the option of the holder into shares of the issuer's common stock at an initial conversion price equal to $2.24 per share. The Note bears interest at 9% per year payable in cash and 4% per year payable as an increase to the principal amount of the Note, in each case, paid quarterly commencing March 31, 2022. The foregoing description of the Note does not purport to be complete and is subject to and qualified in its entirety by reference to the Form of Convertible Note included as Exhibit 4.2 and the indenture included as Exhibit 4.1 in the issuer's Current Report on Form 8-K filed on December 9, 2021, which is incorporated by reference.

3. As of December 7, 2021, the Note was convertible into approximately 89,285 shares of the issuer's common stock. As of the date hereof, the Note was convertible into approximately 90,049 shares of the issuer's common stock. If the Note remains outstanding until maturity, the Note would be convertible into approximately 108,956 shares of the issuer's common stock (at the current conversion price and assuming that the issuer pays the cash portion of the interest when due and that the issuer owes no additional amounts under the Note).

Remarks:

On February 9, 2022, the issuer appointed the reporting person as a Class A director of the issuer. Exhibit 24 - Power of Attorney

	/s/ Daniel R. Pabon, attorney-in-fact for Pratap C. Mukharji	02/22/2022
	** 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 5 (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.