Sec Form 3 Filing - Mukharji Pratap Chandra @ Medicine Man Technologies, Inc. - 2022-02-09

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 Mukharji Pratap Chandra 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 ST., STE. 201 3. Date of Earliest Transaction (MM/DD/YY) 02/09/2022 (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 Common Stock 39,683 I By Magnolia Hall Enterprises, LLC( 1 ) Common Stock 24,510 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 13% Senior Convertible Note Due 2026 $ 2.24( 2 )( 3 ) ( 2 ) 12/07/2026 Common Stock 90,049( 2 )( 3 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Mukharji Pratap Chandra C/O MEDICINE MAN TECHNOLOGIES, INC. 4880 HAVANA ST., STE. 201 DENVER, CO80239 X Signatures /s/ Daniel R. Pabon, attorney-in-fact for Pratap C. Mukharji 02/22/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Magnolia Hall Enterprises, LLC (the "Holder") is the record holder of the reported shares. The reporting person is the manager and 100% owner of the Holder and has voting and investment control of the shares held by the Holder. ( 2 )On December 7, 2021, the reporting person acquired his 13% Senior Secured Convertible Notes due December 7, 2026 (the "Note"). The Note is convertible at any time at the option of the holder into shares of the issuer's common stock at an initial conversion price equal to $2.24 per share. The Note bears interest at 9% per year payable in cash and 4% per year payable as an increase to the principal amount of the Note, in each case, paid quarterly commencing March 31, 2022. The foregoing description of the Note 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 issuer's Current Report on Form 8-K filed on December 9, 2021, which is incorporated by reference. ( 3 )As of December 7, 2021, the Note was convertible into approximately 89,285 shares of the issuer's common stock. As of the date hereof, the Note was convertible into approximately 90,049 shares of the issuer's common stock. If the Note remains outstanding until maturity, the Note would be convertible into approximately 108,956 shares of the issuer's common stock (at the current conversion price and assuming that the issuer pays the cash portion of the interest when due and that the issuer owes no additional amounts under the Note).

Remarks: On February 9, 2022, the issuer appointed the reporting person as a Class A director of the issuer. Exhibit 24 - Power of Attorney

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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