Dallas Imbimbo - 01 Jul 2021 Form 3 Insider Report for Unrivaled Brands, Inc.

Role
Director
Signature
/s/ Dallas Imbimbo
Issuer symbol
N/A
Transactions as of
01 Jul 2021
Net transactions value
$0
Form type
3
Filing time
12 Jul 2021, 19:38:00 UTC
Next filing
03 Aug 2021
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding UNRV Common Stock 12,527,700 01 Jul 2021 Direct F1, F2
holding UNRV Common Stock 6,454,752 01 Jul 2021 Held by Spouse F1, F2
holding UNRV Common Stock 19,260,742 01 Jul 2021 Held by Alpha West Holdings, Inc. F1, F2, F3
holding UNRV Common Stock 8,259,085 01 Jul 2021 Held by Rove Group LLC F1, F2, F4
holding UNRV Common Stock 15,444,746 01 Jul 2021 Held by Bonaparte Group LLC F1, F2, F5

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
holding UNRV Stock Option 01 Jul 2021 Common Stock 5,998,636 $0.1900 Direct F6
holding UNRV Stock Option 01 Jul 2021 Common Stock 1,923,226 $0.1300 Direct F6, F7
holding UNRV Stock Option 01 Jul 2021 Common Stock 1,230,865 $0.1300 Direct F6, F9
holding UNRV Stock Option 01 Jul 2021 Common Stock 769,290 $0.1300 Held by Spouse F6
holding UNRV Stock Option 01 Jul 2021 Common Stock 615,432 $0.1300 Held by Spouse F6, F10
holding UNRV Warrants (Right to Buy) 01 Jul 2021 Common Stock 408,339 $0.1900 Direct F8
holding UNRV Warrants (Right to Buy) 01 Jul 2021 Common Stock 408,339 $0.0100 Direct F8
holding UNRV Warrants (Right to Buy) 01 Jul 2021 Common Stock 408,339 $0.1900 Held by Spouse F8
holding UNRV Warrants (Right to Buy) 01 Jul 2021 Common Stock 408,339 $0.0100 Held by Spouse F8
holding UNRV Warrants (Right to Buy) 01 Jul 2021 Common Stock 980,845 $0.0100 Held by Alpha West Holdings, Inc. F3, F8
holding UNRV Warrants (Right to Buy) 01 Jul 2021 Common Stock 807,527 $0.0100 Held by Alpha West Holdings, Inc. F3, F8
holding UNRV Warrants (Right to Buy) 01 Jul 2021 Common Stock 980,845 $0.1900 Held by Alpha West Holdings, Inc. F3, F8
holding UNRV Warrants (Right to Buy) 01 Jul 2021 Common Stock 3,270,254 $0.0100 Held by Rove Group LLC F4, F8
holding UNRV Warrants (Right to Buy) 01 Jul 2021 Common Stock 3,270,254 $0.1900 Held by Rove Group LLC F4, F8
holding UNRV Warrants (Right to Buy) 01 Jul 2021 Common Stock 4,535,599 $0.0100 Held by Rove Group LLC F4, F8
holding UNRV Warrants (Right to Buy) 01 Jul 2021 Common Stock 480,806 $0.0100 Held by Rove Group LLC F4, F8
holding UNRV Warrants (Right to Buy) 01 Jul 2021 Common Stock 480,806 $0.1900 Held by Rove Group LLC F4, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The Reporting Person was appointed to the Issuer's Board of Directors, effective July 1, 2021, 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 directly or indirectly held by the Reporting Person was converted into the right to receive 1.5386 shares of the Issuer's common stock (the "Exchange Ratio").
F2 Represents shares of the Issuer's common stock received in the Merger.
F3 Mr. Imbimbo, together with his spouse, is a majority shareholder of Alpha West Holdings, Inc. Mr. Imbimbo is also the Chief Executive Officer and a director of Alpha West Holdings, Inc.
F4 Mr. Imbimbo is the sole member of Rove Group LLC.
F5 Mr. Imbimbo's spouse is the managing member of Bonaparte Group LLC.
F6 Represents UMBRLA stock options assumed by the Issuer in the Merger that were converted into options to purchase shares of the Issuer's common stock, as calculated based on the Exchange Ratio. The exercise price was adjusted to reflect the Exchange Ratio.
F7 For Mr. Imbimbo, 25% of the options vest on the first anniversary of the grant date, with the remainder vesting in equal monthly installments for the remaining 36 months. For Mr. Imbimbo's spouse, the options vest in twelve equal monthly installments beginning on the grant date.
F8 Represents UMBRLA warrants assumed by the Issuer in the Merger that were 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.
F9 Vests as to 25% of the underlying shares on January 1, 2022, with the remainder vesting in equal monthly installments for the remaining 36 months.
F10 Vests in twelve equal monthly installments beginning on February 1, 2021, such that the stock option is fully-vested on January 1, 2022.

Remarks:

Power of Attorney is attached hereto as Exhibit 24.