Sec Form 4 Filing - Ruden Brian @ Medicine Man Technologies, Inc. - 2020-10-01

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 Ruden Brian 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 _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O MEDICINE MAN TECHNOLOGIES, INC., 4880 HAVANA STREET, SUITE 201 3. Date of Earliest Transaction (MM/DD/YY) 10/01/2020 (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 Common Stock 10/01/2020 A 42,735 A $ 0 ( 1 ) 42,735 D

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 ( 2 ) 12/17/2020 A 1,431 ( 3 ) ( 3 ) Common Stock 1,192,500 ( 4 ) $ 1,000 1,431 D Series A Cumulative Convertible Preferred Stock $ 1.2 ( 2 ) 12/18/2020 A 1,370 ( 3 ) ( 3 ) Common Stock 1,141,667 ( 4 ) $ 1,000 2,801 D Series A Cumulative Convertible Preferred Stock $ 1.2 ( 2 ) 02/03/2021 A 604 ( 3 ) ( 3 ) Common Stock 503,333 ( 4 ) $ 1,000 3,405 D Series A Cumulative Convertible Preferred Stock $ 1.2 ( 2 ) 03/02/2021 A 5,746 ( 3 ) ( 3 ) Common Stock 4,788,333 ( 4 ) $ 1,000 9,151 D Warrant (Right to Buy) $ 1.2 12/17/2020 A 268,375 12/17/2020 12/17/2025 Common Stock 268,375 ( 5 ) 268,375 D Warrant (Right to Buy) $ 1.2 12/18/2020 A 257,036 12/18/2020 12/18/2025 Common Stock 257,036 ( 5 ) 257,036 D Warrant (Right to Buy) $ 1.2 02/03/2021 A 113,211 02/03/2021 02/03/2026 Common Stock 113,211 ( 5 ) 113,211 D Warrant (Right to Buy) $ 1.2 03/02/2021 A 1,077,331 03/02/2021 03/02/2026 Common Stock 1,077,331 ( 5 ) 1,077,331 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ruden Brian C/O MEDICINE MAN TECHNOLOGIES, INC. 4880 HAVANA STREET, SUITE 201 DENVER, CO80239 X Signatures /s/ Brian Ruden 04/30/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The issuer granted the reporting person shares of common stock with an aggregate value of $50,000 for service on its board of directors. ( 2 )Subject to adjustment, as described in the Certificate of Designation. ( 3 )The shares of Series A Cumulative Convertible Preferred Stock (the "Series A Preferred Shares") are convertible into shares of the common stock (the "Common Shares") of Medicine Man Technologies, Inc. (the "Company") upon theevents specified in the Company's Certificate of Designation of Series A Cumulative Convertible Preferred Stock (the "Certificate of Designation"). The Preferred stock is perpetual and therefore has no expiration date. ( 4 )Represents the number of Common Shares issuable upon conversion of the Series A Preferred Shares on the date of the reported transaction. Each Series A Preferred 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 of Designation. The Series A Preferred Shares earn a cumulative dividend of 8% per annum. ( 5 )The reporting person received the warrants under Asset Purchase Agreements entered into by entities partly-owned by the reporting person upon the sale of assets by such entities to the issuer on the following dates, December 17, 2020; December 18, 2020; February 3, 2021; March 2, 2021. The consideration paid for the assets consisted of a mix of cash, deferred cash, shares of the issuer's Series A Cumulative Convertible Preferred Stock (the "Series A Shares") and warrants to purchase shares of the issuer's common stock

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).

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