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Sec Form 4 Filing - HERSHEY ADAM @ GENERAL CANNABIS CORP - 2020-12-11

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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 *
HERSHEY ADAM
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 X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
6 POMPANO ROAD
3. Date of Earliest Transaction (MM/DD/YY)
12/11/2020
(Street)
RUMSON, NJ07760
4. If Amendment, Date Original Filed (MM/DD/YY)
12/15/2020
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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
Warrants to purchase common stock $ 0.4917 12/11/2020 A 543,667 12/11/2020 12/11/2025 Common Stock 543,667 $ 0 543,667 I See footnote ( 1 ) ( 2 )
Warrants to purchase common stock $ 0.4917 12/11/2020 A 1,087,333 12/11/2020 12/11/2025 Common Stock 1,087,333 $ 0 1,087,333 I See footnote ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HERSHEY ADAM
6 POMPANO ROAD
RUMSON, NJ07760
X X
HERSHEY MANAGEMENT I, LLC.
6 POMPANO ROAD
RUMSON, NJ07760
X
Hershey Strategic Capital, LP
6 POMPANO ROAD
RUMSON, NJ07760
Affiliated Entity
Hershey Management IV, LLC
6 POMPANO ROAD
RUMSON, NJ07760
Affiliated Entity
Shore Ventures III, LP
6 POMPANO ROAD
RUMSON, NJ07760
X
HERSHEY STRATEGIC CAPITAL GP, LLC
6 POMPANO ROAD
RUMSON, NJ07760
Affiliated Entity
Signatures
HERSHEY MANAGEMENT I, LLC, By: /s/ Adam Hershey, Managing Member 12/16/2020
** Signature of Reporting Person Date
HERSHEY STRATEGIC CAPITAL, LP, By: Hershey Strategic Capital GP, LLC, Its general partner, By: /s/ Adam Hershey, Managing Member 12/16/2020
** Signature of Reporting Person Date
HERSHEY STRATEGIC CAPITAL GP, LLC, By: /s/ Adam Hershey, Managing Member 12/16/2020
** Signature of Reporting Person Date
HERSHEY MANAGEMENT IV, LLC, By: /s/ Adam Hershey, Managing Member 12/16/2020
** Signature of Reporting Person Date
SHORE VENTURES III, LP, By: Hershey Management IV, LLC, Its general partner, By: /s/ Adam Hershey, Managing Member 12/16/2020
** Signature of Reporting Person Date
/s/ Adam Hershey, Authorized Signatory 12/16/2020
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents warrants to purchase shares of the common stock of the Issuer, that were acquired by Hershey Strategic Capital, LP ("HSC LP") on December 11, 2020 pursuant to a Subscription Agreement dated as of May 29, 2020 among HSC LP, Shore Ventures III, LP ("Shore Ventures") and the Issuer. Such warrants are held directly by HSC LP. Hershey Management I, LLC is the investment advisor of HSC LP. Hershey Strategic Capital GP, LLC is the general partner of HSC LP. (continue with footnote 2)
( 2 )Adam Hershey is the sole managing member of both Hershey Management I, LLC and Hershey Strategic Capital GP, LLC. As the investment advisor of HSC LP, Hershey Management I, LLC, which is controlled by Mr. Hershey, has the voting and dispositive power with respect to all of the securities of the Issuer owned by HSC LP. Each of Hershey Management I, LLC, Hershey Strategic Capital GP, LLC and Adam Hershey disclaims beneficial ownership in the securities of the Issuer held directly by HSC LP except to the extent of its pecuniary interest therein.
( 3 )Represents warrants to purchase shares of the common stock of the Issuer, that were acquired by Shore Ventures on December 11, 2020 pursuant to a Subscription Agreement dated as of May 29, 2020 among HSC LP, Shore Ventures and the Issuer. Such shares of common stock and warrants are held directly by Shore Ventures. Hershey Management IV, LLC is the general partner of Shore Ventures. Adam Hershey is the sole managing member of Hershey Management IV, LLC. As the general partner of Shore Ventures, Hershey Management IV, LLC, which is controlled by Mr. Hershey, has the voting and dispositive power with respect to all of the securities of the Issuer owned by Shore Ventures. Each of Hershey Management IV, LLC and Adam Hershey disclaims beneficial ownership in the securities of the Issuer held directly by Shore Ventures except to the extent of its pecuniary interest therein.

Remarks:
The formatting of the original Form 4 excluded certain signatures that are now included.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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