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

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 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) 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 Strategic Capital, LP 6 POMPANO ROAD RUMSON, NJ07760 X HERSHEY STRATEGIC CAPITAL GP, LLC 6 POMPANO ROAD RUMSON, NJ07760 X HERSHEY MANAGEMENT I, LLC. 6 POMPANO RAD RUMSON, NJ07760 X Hershey Management IV, LLC 6 POMPANO ROAD RUMSON, NJ07760 X Shore Ventures III, LP 6 POMPANO ROAD RUMSON, NJ07760 X Signatures /s/ Adam Hershey 12/15/2020 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 extentof 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 interesttherein.

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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