Sec Form 4 Filing - Boockvar Peter @ GENERAL CANNABIS CORP - 2020-09-11

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 Boockvar Peter 2. Issuer Name and Ticker or Trading Symbol GENERAL CANNABIS CORP [ CANN] 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 GENERAL CANNABIS CORP, 6565 EAST EVANS AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 09/11/2020 (Street) DENVER, CO80224 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

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 Option $ 0.31 09/11/2020 A 37,500 09/11/2020 09/11/2027 Common Stock 37,500 $ 0 ( 1 ) 37,500 D Option $ 0.31 09/11/2020 A 37,500 09/11/2020 09/11/2027 Common Stock 37,500 $ 0 ( 1 ) 37,500 D Option $ 3.2 09/11/2020 D( 2 ) 25,000 ( 2 ) 12/30/2021 Common Stock 25,000 $ 0 ( 2 ) 0 D Option $ 3.2 09/11/2020 A( 2 ) 25,000 ( 2 ) 12/30/2023 Common Stock 25,000 $ 0 ( 2 ) 25,000 D Option $ 2.41 09/11/2020 D( 3 ) 25,000 ( 3 ) 03/31/2022 Common Stock 25,000 $ 0 ( 3 ) 0 D Option $ 2.41 09/11/2020 A( 3 ) 25,000 ( 3 ) 03/31/2024 Common Stock 25,000 $ 0 ( 3 ) 25,000 D Option $ 1.92 09/11/2020 D( 4 ) 25,000 ( 4 ) 06/20/2022 Common Stock 25,000 $ 0 ( 4 ) 0 D Option $ 1.92 09/11/2020 A( 4 ) 25,000 ( 4 ) 06/20/2024 Common Stock 25,000 $ 0 ( 4 ) 25,000 D Option $ 1.34 09/11/2020 D( 5 ) 25,000 ( 5 ) 09/26/2022 Common Stock 25,000 $ 0 ( 5 ) 0 D Option $ 1.34 09/11/2020 A( 5 ) 25,000 ( 5 ) 09/26/2024 Common Stock 25,000 $ 0 ( 5 ) 25,000 D Option $ 4.23 09/11/2020 D( 6 ) 25,000 ( 6 ) 12/21/2022 Common Stock 25,000 $ 0 ( 6 ) 0 D Option $ 4.23 09/11/2020 A( 6 ) 25,000 ( 6 ) 12/21/2024 Common Stock 25,000 $ 0 ( 6 ) 25,000 D Option $ 2.21 09/11/2020 D( 7 ) 37,500 ( 7 ) 03/30/2023 Common Stock 37,500 $ 0 ( 7 ) 0 D Option $ 2.21 09/11/2020 A( 7 ) 37,500 ( 7 ) 03/30/2025 Common Stock 37,500 $ 0 ( 7 ) 37,500 D Option $ 3.71 09/11/2020 D( 8 ) 37,500 ( 8 ) 06/27/2023 Common Stock 37,500 $ 0 ( 8 ) 0 D Option $ 3.71 09/11/2020 A( 8 ) 37,500 ( 8 ) 06/27/2025 Common Stock 37,500 $ 0 ( 8 ) 37,500 D Option $ 4.02 09/11/2020 D( 9 ) 37,500 ( 9 ) 09/20/2023 Common Stock 37,500 $ 0 ( 9 ) 0 D Option $ 4.02 09/11/2020 A( 9 ) 37,500 ( 9 ) 09/20/2025 Common Stock 37,500 $ 0 ( 9 ) 37,500 D Option $ 3.37 09/11/2020 D( 10 ) 37,500 ( 10 ) 10/12/2023 Common Stock 37,500 $ 0 ( 10 ) 0 D Option $ 3.37 09/11/2020 A( 10 ) 37,500 ( 10 ) 10/12/2025 Common Stock 37,500 $ 0 ( 10 ) 37,500 D Option $ 2.37 09/11/2020 D( 11 ) 37,500 ( 11 ) 01/21/2024 Common Stock 37,500 $ 0 ( 11 ) 0 D Option $ 2.37 09/11/2020 A( 11 ) 37,500 ( 11 ) 01/21/2026 Common Stock 37,500 $ 0 ( 11 ) 37,500 D Option $ 1.66 09/11/2020 D( 12 ) 37,500 ( 12 ) 04/24/2024 Common Stock 37,500 $ 0 ( 12 ) 0 D Option $ 1.66 09/11/2020 A( 12 ) 37,500 ( 12 ) 04/24/2026 Common Stock 37,500 $ 0 ( 12 ) 37,500 D Option $ 0.97 09/11/2020 D( 13 ) 200,000 ( 13 ) 06/04/2024 Common Stock 200,000 $ 0 ( 13 ) 0 D Option $ 0.97 09/11/2020 A( 13 ) 200,000 ( 13 ) 06/04/2026 Common Stock 200,000 $ 0 ( 13 ) 200,000 D Option $ 0.55 09/11/2020 D( 14 ) 75,000 ( 14 ) 07/29/2024 Common Stock 75,000 $ 0 ( 14 ) 0 D Option $ 0.55 09/11/2020 A( 14 ) 75,000 ( 14 ) 07/29/2026 Common Stock 75,000 $ 0 ( 14 ) 75,000 D Option $ 0.67 09/11/2020 D( 15 ) 75,000 ( 15 ) 10/02/2024 Common Stock 75,000 $ 0 ( 15 ) 0 D Option $ 0.67 09/11/2020 A( 15 ) 75,000 ( 15 ) 10/02/2026 Common Stock 75,000 $ 0 ( 15 ) 75,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Boockvar Peter C/O GENERAL CANNABIS CORP 6565 EAST EVANS AVENUE DENVER, CO80224 X Signatures By /s/ Peter Boockvar 10/20/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person obtained the listed securities pursuant to the Issuer's 2014 Equity Incentive Plan. ( 2 )The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of replacement option. The option was originally granted on December 30, 2016 and provides for vesting over a one year period. ( 3 )The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of replacement option. The option was originally granted on March 31, 2017 and provides for vesting over a one year period. ( 4 )The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of replacement option. The option was originally granted on June 20, 2017 and provides for vesting over a one year period. ( 5 )The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of replacement option. The option was originally granted on September 26, 2017 and provides for vesting over a one year period. ( 6 )The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of replacement option. The option was originally granted on December 21, 2017 and provides for vesting over a one year period. ( 7 )The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of replacement option. The option was originally granted on March 30, 2018 and provides for vesting over a one year period. ( 8 )The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of replacement option. The option was originally granted on June 27, 2018 and provides for vesting over a one year period. ( 9 )The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of replacement option. The option was originally granted on September 20, 2018 and provides for vesting over a one year period. ( 10 )The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of replacement option. The option was originally granted on October 12, 2018 and provides for vesting over a one year period. ( 11 )The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of replacement option. The option was originally granted on January 21, 2019 and provides for vesting over a one year period. ( 12 )The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of replacement option. The option was originally granted on April 24, 2019 and provides for vesting over a one year period. ( 13 )The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of replacement option. The option was originally granted on June 4, 2019 and provides for 50% of the options to vest immediately and 50% vesting over a one year period. ( 14 )The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of replacement option. The option was originally granted on July 29, 2019 and provides vesting over a one year period. ( 15 )The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of replacement option. The option was originally granted on October 2, 2019 and provides vesting over a one year period. The new option is immediately exercisable.

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