Sec Form 3 Filing - Rubin Marc @ Medicine Man Technologies, Inc. - 2022-10-28

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 Rubin Marc 2. Issuer Name and Ticker or Trading Symbol Medicine Man Technologies, Inc. [ SHWZ] 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) C/O MEDICINE MAN TECHNOLOGIES, INC., 4880 HAVANA ST, STE 201 3. Date of Earliest Transaction (MM/DD/YY) 10/28/2022 (Street) DENVER, CO80239 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 Series A Cumulative Convertible Preferred Stock $ 1.2( 3 ) ( 1 ) ( 1 ) Common Stock 24,432,330( 2 ) I By CRW Cann Holdings, LLC( 4 ) 13% Senior Convertible Note Due 2026 $ 2.24( 5 ) 12/07/2021 12/07/2026 Common Stock 100,000 I See Footnote( 6 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Rubin Marc C/O MEDICINE MAN TECHNOLOGIES, INC. 4880 HAVANA ST, STE 201 DENVER, CO80239 X X Signatures /s/ Daniel R. Pabon, attorney-in-fact for Marc Rubin 11/07/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares of Series A Cumulative Convertible Preferred Stock (the "Series A Shares") are convertible into shares of common stock (the "Common Shares") of Medicine Man Technologies, Inc. (the "Company") upon the events specified in the Company's Certificate of Designation of Series A Cumulative Convertible Preferred Stock, as amended (the "Certificate"). The Preferred stock is perpetual and therefore has no expiration date. ( 2 )Represents the number of Common Shares issuable upon conversion of the Series A Shares on the date of the event requiring this report. Each Series A Share is convertible into that number of Common Shares equal to the preference amount (initially$1,000) plus any accrued dividends with respect to such share, divided by the conversion price (initially $1.20), subject to adjustment as set forth in the Certificate. The Series A Shares earn a cumulative dividend of 8% per annum. ( 3 )Subject to adjustment, as described in the Certificate. ( 4 )CRW Capital Cann Holdings, LLC (the "Holder") in the record holder of the reported shares. Mr. Rubin is a manager of CRW Capital, LLC, which is the sole manager of the Holder. Mr. Rubin disclaims beneficial ownership of the reported shares except to the extent of his pecuniary interest therein. ( 5 )On December 7, 2021, the Company completed an offering of its 13% Senior Secured Convertible Notes due December 7, 2026 (the "Notes"). The Notes are convertible at any time at the option of the holder into shares of the Company's common stock. The foregoing description of the Notes does not purport to be complete and is subject to and qualified in its entirety by reference to the Form of Convertible Note included as Exhibit 4.2 and the indenture included as Exhibit 4.1 in the Company's Current Report on Form 8-K filed on December 9, 2021, which is incorporated by reference. ( 6 )The Rubin Revocable Trust U/A/D 05/09/2011 (the "Note Holder") is the record holder of the reported shares. Mr. Rubin is a co-trustee of the Note Holder. Mr. Rubin disclaims beneficial ownership of the reported shares except to the extent of his pecuniary interest therein.

Remarks: Exhibit 24 - Power of Attorney Exhibit 99 - Additional Information

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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