Sec Form 3 Filing - PUGLISE JOSEPH P. @ Medicine Man Technologies, Inc. - 2018-12-05

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 PUGLISE JOSEPH P. 2. Issuer Name and Ticker or Trading Symbol Medicine Man Technologies, Inc. [ MDCL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Operating Officer (Last) (First) (Middle) 4880 HAVANA STREET, SUITE 201 3. Date of Earliest Transaction (MM/DD/YY) 12/05/2018 (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 Stock Option (right to buy) $ 1.49 ( 3 ) ( 1 ) ( 2 ) Common Stock 2,000,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other PUGLISE JOSEPH P. 4880 HAVANA STREET, SUITE 201 DENVER, CO80239 X Chief Operating Officer Signatures /s/ Joseph P. Puglise 05/24/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Person's Stock Option to acquire shares of the Registrant's common stock were granted pursuant to an Employment Agreement, as amended, and vest and become exercisable as follows: (i) 250,000 on December 5, 2018; (ii) 250,000 on December 5, 2019; (iii) 250,000 on December 5, 2020; (iv) 250,000 on December 5, 2021; (v) 250,000 if the Registrant achieves annual gross revenue in excess of $25,000,000 in calendar-year 2020 from the certain of the Registrant's operations; (vi) 250,000 if the Registrant achieves annual gross revenues in excess of 40,000,000 in calendar-year 2021 from certain of the Registrant's operations and (vii) 500,000 if the VWAP of the Registrant's common stock is $5.00 or greater for five (5) consecutive trading days at any time during the term of the Amended Employment Agreement. ( 2 )Any unexercised portion of the Stock Option, whether vested or unvested, shall expire on the date which is three (3) years and one (1) month following the date the shares of common stock subject to the Stock Option vest and become exercisable. ( 3 )The exercise price of the Stock Option is equal to the fair market value of the Registrant's common stock as of the date of the grant of such Stock Option.

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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