Sec Form 3 Filing - Imbimbo Dallas @ Unrivaled Brands, Inc. - 2021-07-01-05:00

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Imbimbo Dallas 2. Issuer Name and Ticker or Trading Symbol Unrivaled Brands, Inc. [ UNRV] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O UNRIVALED BRANDS, INC., 3242 S. HALLADAY ST., SUITE 202 3. Date of Earliest Transaction (MM/DD/YY) 07/01-05:00/2021 (Street) SANTA ANA, CA92705 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 ( 1 ) 12,527,700 ( 2 ) D Common Stock ( 1 ) 6,454,752 ( 2 ) I Held by Spouse Common Stock ( 1 ) 19,260,742 ( 2 ) I Held by Alpha West Holdings, Inc. ( 3 ) Common Stock ( 1 ) 8,259,085 ( 2 ) I Held by Rove Group LLC ( 4 ) Common Stock ( 1 ) 15,444,746 ( 2 ) I Held by Bonaparte Group LLC ( 5 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Stock Option ( 6 ) $ 0.19 ( 6 ) 01/01-05:00/2021 03/01-05:00/2030 Common Stock 5,998,636 D Stock Option ( 6 ) $ 0.13 ( 6 ) ( 7 ) 11/19-05:00/2030 Common Stock 1,923,226 D Stock Option ( 6 ) $ 0.13 ( 6 ) ( 9 ) 05/31-05:00/2031 Common Stock 1,230,865 D Stock Option ( 6 ) $ 0.13 ( 6 ) 01/01-05:00/2021 11/19-05:00/2030 Common Stock 769,290 I Held by Spouse Stock Option ( 6 ) $ 0.13 ( 6 ) ( 10 ) 05/31-05:00/2031 Common Stock 615,432 I Held by Spouse Warrants (Right to Buy) ( 8 ) $ 0.19 ( 8 ) 08/01-05:00/2020 08/01-05:00/2025 Common Stock 408,339 D Warrants (Right to Buy) ( 8 ) $ 0.01 ( 8 ) 08/01-05:00/2020 08/01-05:00/2025 Common Stock 408,339 D Warrants (Right to Buy) ( 8 ) $ 0.19 ( 8 ) 08/01-05:00/2020 08/01-05:00/2025 Common Stock 408,339 I Held by Spouse Warrants (Right to Buy) ( 8 ) $ 0.01 ( 8 ) 08/01-05:00/2020 08/01-05:00/2025 Common Stock 408,339 I Held by Spouse Warrants (Right to Buy) ( 8 ) $ 0.01 ( 8 ) 06/01-05:00/2020 06/01-05:00/2025 Common Stock 980,845 I Held by Alpha West Holdings, Inc. ( 3 ) Warrants (Right to Buy) ( 8 ) $ 0.01 ( 8 ) 06/01-05:00/2020 06/01-05:00/2025 Common Stock 807,527 I Held by Alpha West Holdings, Inc. ( 3 ) Warrants (Right to Buy) ( 8 ) $ 0.19 ( 8 ) 06/01-05:00/2020 06/01-05:00/2025 Common Stock 980,845 I Held by Alpha West Holdings, Inc. ( 3 ) Warrants (Right to Buy) ( 8 ) $ 0.01 ( 8 ) 06/01-05:00/2020 06/01-05:00/2025 Common Stock 3,270,254 I Held by Rove Group LLC ( 4 ) Warrants (Right to Buy) ( 8 ) $ 0.19 ( 8 ) 06/01-05:00/2020 06/01-05:00/2025 Common Stock 3,270,254 I Held by Rove Group LLC ( 4 ) Warrants (Right to Buy) ( 8 ) $ 0.01 ( 8 ) 06/01-05:00/2020 06/01-05:00/2025 Common Stock 4,535,599 I Held by Rove Group LLC ( 4 ) Warrants (Right to Buy) ( 8 ) $ 0.01 ( 8 ) 06/01-05:00/2020 06/01-05:00/2025 Common Stock 480,806 I Held by Rove Group LLC ( 4 ) Warrants (Right to Buy) ( 8 ) $ 0.19 ( 8 ) 06/01-05:00/2020 06/01-05:00/2025 Common Stock 480,806 I Held by Rove Group LLC ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Imbimbo Dallas C/O UNRIVALED BRANDS, INC. 3242 S. HALLADAY ST., SUITE 202 SANTA ANA, CA92705 X Signatures /s/ Dallas Imbimbo 07/12-05:00/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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"). ( 2 )Represents shares of the Issuer's common stock received in the Merger. ( 3 )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. ( 4 )Mr. Imbimbo is the sole member of Rove Group LLC. ( 5 )Mr. Imbimbo's spouse is the managing member of Bonaparte Group LLC. ( 6 )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. ( 7 )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. ( 8 )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. ( 9 )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. ( 10 )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.

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).

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