Justin Dye - May 15, 2023 Form 4 Insider Report for Medicine Man Technologies, Inc. (SHWZ)

Role
Director, 10%+ Owner
Signature
/s/ Daniel R. Pabon Attorney-in-Fact for Justin C. Dye
Stock symbol
SHWZ
Transactions as of
May 15, 2023
Transactions value $
$445,000
Form type
4
Date filed
2/15/2024, 06:36 PM
Previous filing
Feb 15, 2023
Next filing
Oct 6, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SHWZ Common Stock Award $0 +123K +7.62% $0.00 1.74M Dec 29, 2023 Direct F1
holding SHWZ Common Stock 9.29M May 15, 2023 See footnote F2
holding SHWZ Common Stock 500K May 15, 2023 See footnote F3

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 $183K +183 $1,000.00* 183 May 15, 2023 Common Stock 184K $1.20 See footnote F4, F5, F6, F7, F8
transaction SHWZ Series A Cumulative Convertible Preferred Stock Purchase $122K +122 +66.67% $1,000.00* 305 May 15, 2023 Common Stock 123K $1.20 See footnote F4, F5, F6, F7, F9
transaction SHWZ Series A Cumulative Convertible Preferred Stock Purchase $140K +140 +45.9% $1,000.00* 445 May 16, 2023 Common Stock 141K $1.20 See footnote F4, F5, F6, F7, F10
holding SHWZ Series A Cumulative Convertible Preferred Stock 5.06K May 15, 2023 Common Stock 4.22M $1.20 See footnote F4, F5, F6, F11
holding SHWZ Series A Cumulative Convertible Preferred Stock 21.4K May 15, 2023 Common Stock 3.33M $1.20 See footnote F4, F5, F6, F11
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The issuer granted the reporting person shares of common stock with an aggregate value of $75,000 (based on the closing price of the common stock on the OTCQX Best Market on December 29, 2023) for service on the board of directors.
F2 Represents shares of common stock held by Dye Capital & Company ("Dye Capital"). As the general partner of Dye Capital, Mr. Dye has voting and investment control over the securities held by Dye Capital. Mr. Dye disclaims beneficial ownership of the reported shares except to the extent of his pecuniary interest therein.
F3 Represents shares of common stock held by Dye Capital LLLP ("Dye LLLP"). As the managing partner of Dye LLLP, Mr. Dye has voting and investment control over the securities held by Dye LLLP. Mr. Dye disclaims beneficial ownership of the reported shares except to the extent of his pecuniary interest therein.
F4 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").
F5 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.
F6 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.
F7 Represents shares of Series A Cumulative Convertible Preferred Stock held by Dye LLLP. As the managing partner of Dye LLLP, Mr. Dye has voting and investment control over the securities held by Dye LLLP. Mr. Dye disclaims beneficial ownership of the reported shares except to the extent of his pecuniary interest therein.
F8 Pursuant to that certain Secondary Purchase & Sale Agreement dated as of May 15, 2023 by and among Dye LLLP and those certain seller named therein, Dye LLLP agreed to purchase these certain shares of Series A Preferred Shares at a Closing occurring as of May 15, 2023.
F9 Pursuant to that certain Secondary Purchase & Sale Agreement dated as of May 15, 2023 by and among Dye LLLP and those certain seller named therein, Dye LLLP agreed to purchase these certain shares of Series A Preferred Shares at a Closing occurring as of May 15, 2023.
F10 Pursuant to that certain Secondary Purchase & Sale Agreement dated as of May 16, 2023 by and among Dye LLLP and those certain seller named therein, Dye LLLP agreed to purchase these certain shares of Series A Preferred Shares at a Closing occurring as of May 15, 2023.
F11 5,060 Series A Preferred Shares are held by Dye Capital and 21,350 Series A Preferred Shares by Dye Capital Cann Holdings II, LLC ("Cann II"). Dye Capital is the manager of Cann II. As the general partner of Dye Capital, Mr. Dye has voting and investment control over the Series A Preferred Shares held by Dye Capital and Cann II. Mr. Dye disclaims beneficial ownership of the reported shares except to the extent of his pecuniary interest therein.