Sec Form 4 Filing - Kovacevich Nicholas @ Unrivaled Brands, Inc. - 2021-07-01-05:00

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
Kovacevich Nicholas
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 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 07/01-05:00/2021 A 955,459 ( 1 ) A 955,459 I By Trust
Common Stock 07/01-05:00/2021 A 19,260,742 ( 1 ) A 19,260,742 I By Alpha West Holdings, Inc. ( 3 )
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
Warrant (Right to Buy) ( 2 ) $ 0.01 07/01-05:00/2021 A 480,806 06/01-05:00/2020 06/01-05:00/2025 Common Stock 480,806 ( 2 ) 480,806 I By Trust
Warrant (Right to Buy) ( 2 ) $ 0.01 07/01-05:00/2021 A 2,555,094 06/01-05:00/2020 06/01-05:00/2025 Common Stock 2,555,094 ( 2 ) 2,555,094 I By Trust
Warrant (Right to Buy) ( 2 ) $ 0.19 07/01-05:00/2021 A 480,806 06/01-05:00/2020 06/01-05:00/2025 Common Stock 480,806 ( 2 ) 480,806 I By Trust
Warrant (Right to Buy) ( 2 ) $ 0.01 07/01-05:00/2021 A 576,968 06/01-05:00/2020 06/01-05:00/2025 Common Stock 576,968 ( 2 ) 576,968 I By Trust
Warrant (Right to Buy) ( 2 ) $ 0.19 07/01-05:00/2021 A 576,968 06/01-05:00/2020 06/01-05:00/2025 Common Stock 576,968 ( 2 ) 576,968 I By Trust
Warrant (Right to Buy) ( 2 ) $ 0.01 07/01-05:00/2021 A 980,845 06/01-05:00/2020 06/01-05:00/2025 Common Stock 980,845 ( 2 ) 980,845 I By Alpha West Holdings, Inc. ( 3 )
Warrant (Right to Buy) ( 2 ) $ 0.01 07/01-05:00/2021 A 807,527 06/01-05:00/2020 06/01-05:00/2025 Common Stock 807,527 ( 2 ) 807,527 I By Alpha West Holdings, Inc. ( 3 )
Warrant (Right to Buy) ( 2 ) $ 0.19 07/01-05:00/2021 A 980,845 06/01-05:00/2020 06/01-05:00/2025 Common Stock 980,845 ( 2 ) 980,845 I By Alpha West Holdings, Inc. ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Kovacevich Nicholas
C/O UNRIVALED BRANDS, INC.
3242 HALLADAY ST., SUITE 202
SANTA ANA, CA92705
X
Signatures
/s/ Nicholas Kovacevich 07/13-05:00/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares of the Issuer's common stock acquired by the Reporting Person 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 was converted into the right to receive 1.5386 shares of the Issuer's common stock (the "Exchange Ratio").
( 2 )Represents UMBRLA warrants held by the Reporting Person that were assumed by the Issuer in the Merger and 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.
( 3 )Represents securities held by Alpha West Holdings, Inc., of which the Reporting Person is a stockholder. The Reporting Person disclaims beneficial ownership of these securities except to the extent of the Reporting Person's pecuniary interest therein.

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