Marc R. Rubin - Nov 30, 2022 Form 4 Insider Report for Medicine Man Technologies, Inc. (SHWZ)

Role: Director, 10%+ Owner
Signature: /s/ Daniel R. Pabon attorney in fact for Marc R. Rubin
Stock symbol: SHWZ
Transactions as of: Nov 30, 2022
Transactions value $: $14,390,000
Form type: 4
Date filed: 12/2/2022, 06:58 PM
Previous filing: Dec 2, 2022
Next filing: Apr 11, 2023

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	SHWZ	Series A Cumulative Convertible Preferred Stock	Purchase	$4M	+4K	+15.78%	$1,000.00^*	29.4K	Nov 30, 2022	Common Stock	3.88M	$1.20	See Footnotes	F1, F2, F3, F4, F5
transaction	SHWZ	Right to Buy Series A Cumulative Convertible Preferred Stock	Purchase	$10.4M	+10.4K	+35.4%	$1,000.00^*	39.7K	Nov 30, 2022	Common Stock	10.1M	$1.20	See Footnotes	F1, F2, F3, F6, F7

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Subject to adjustment, as described in the Certificate of Designation of Series A Cumulative Convertible Preferred Stock (the "Certificate of Designation") of Medicine Man Technologies, Inc. (the "Company").
F2	The shares of Series A Cumulative Convertible Preferred Stock (the "Series A Preferred Shares") are convertible into shares of the Company's common stock (the "Common Shares") upon the events specified in the Certificate of Designation. The Series A Preferred Shares have no expiration date.
F3	Represents the number of Common Shares issuable upon conversion of the Series A Preferred Shares on the date of the reported transaction. Each Series A Preferred Share shall be convertible into that number of Common Shares equal to the preference amount (initially $1,000) plus any accrued dividends with respect to such share, divided by the conversion price (initially $1.20), subject to adjustment as set forth in the Certificate of Designation. The Series A Preferred Shares earn a cumulative dividend of 8% per annum.
F4	CRW Capital Holdings II, LLC (the "Holder") is the record holder of the reported shares. Marc Rubin is a manager of CRW Capital, LLC, which is the sole manager of the Holder. Each of Mr. Rubin and CRW Capital, LLC disclaims beneficial ownership of the reported shares except to the extent of his or its pecuniary interest therein.
F5	Pursuant to that certain Preferred Stock Secondary Purchase Agreement dated as of November 23, 2022 (the "Purchase Agreement") by and among the Holder and those certain sellers named therein (the "Sellers"), the Holder agreed to purchase these certain shares of Series A Preferred Shares at an initial closing occurring as of November 30, 2022 (the "Initial Closing").
F6	Pursuant to the Purchase Agreement, the Holder acquired the right to purchase such Series A Preferred Shares for a period of up to one hundred and eighty (180) days after the date of the Initial Closing.
F7	The Holder is the holder of a right to buy the reported shares. Marc Rubin is a manager of CRW Capital, LLC, which is the sole manager of the Holder. Each of Mr. Rubin and CRW Capital, LLC disclaims beneficial ownership of the reported shares except to the extent of his or its pecuniary interest therein.