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

Insider filing report for Changes in Beneficial Ownership
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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
Baum Eric
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 ) 1,058,639 ( 2 ) I Held by Spouse
Common Stock ( 1 ) 393,059 ( 2 ) I Held by LLC ( 4 )
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
Warrants (Right to Buy) ( 3 ) $ 0.19 ( 3 ) 06/01-05:00/2020 06/01-05:00/2025 Common Stock 480,806 I Held by Spouse
Warrants (Right to Buy) ( 3 ) $ 0.01 ( 3 ) 06/01-05:00/2020 06/01-05:00/2025 Common Stock 480,806 I Held by Spouse
Warrants (Right to Buy) ( 3 ) $ 0.19 ( 3 ) 06/01-05:00/2020 06/01-05:00/2025 Common Stock 96,161 I Held by LLC ( 4 )
Warrants (Right to Buy) ( 3 ) $ 0.01 ( 3 ) 06/01-05:00/2020 06/01-05:00/2025 Common Stock 96,161 I Held by LLC ( 4 )
Warrants (Right to Buy) ( 3 ) $ 0.01 ( 3 ) 06/01-05:00/2020 06/01-05:00/2025 Common Stock 76,159 I Held by LLC ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Baum Eric
C/O UNRIVALED BRANDS, INC.
3242 S. HALLADAY ST., SUITE 202
SANTA ANA, CA92705
X
Signatures
/s/ Eric Baum 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 )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.
( 4 )Represents securities held by Acquis Fund 2018 LLC, of which the Reporting Person is a member. The Reporting Person disclaims beneficial ownership of these securities except to the extent of the Reporting Person's pecuniary interest therein.

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).
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