Sec Form 4 Filing - Huber Nancy B @ Medicine Man Technologies, Inc. - 2019-12-05

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 Huber Nancy B 2. Issuer Name and Ticker or Trading Symbol Medicine Man Technologies, Inc. [ MDCL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) 4880 HAVANA STREET, SUITE 201 3. Date of Earliest Transaction (MM/DD/YY) 12/05/2019 (Street) DENVER, CO80212 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 Employee Stock Option (Right to Buy) $ 2.88 12/05/2019 A 550,000 ( 1 ) 12/04/2029 Common Stock 550,000 $ 0 550,000 D Employee Stock Option (Right to Buy) $ 1.52 03/27/2020 A 100,000 ( 2 ) 03/26/2030 Common Stock 100,000 $ 0 100,000 D Employee Stock Option (Right to Buy) $ 1.26 12/15/2020 A 550,000 ( 4 ) 12/14/2030 Common Stock 550,000 ( 3 ) 550,000 D Employee Stock Option (Right to Buy) $ 1.26 12/15/2020 A 100,000 ( 5 ) 12/14/2030 Common Stock 100,000 ( 3 ) 100,000 D Employee Stock Option (Right to Buy) $ 1.26 12/15/2020 A 50,000 ( 6 ) 12/14/2030 Common Stock 50,000 ( 3 ) 50,000 D Employee Stock Option (Right to Buy) $ 2.88 12/15/2020 D 550,000 ( 1 ) 12/04/2029 Common Stock 550,000 ( 3 ) 0 D Employee Stock Option (Right to Buy) $ 1.52 12/15/2020 D 100,000 ( 2 ) 03/26/2030 Common Stock 100,000 ( 3 ) 0 D Employee Stock Option (Right to Buy) $ 3.17 12/15/2020 D 50,000 ( 7 ) 08/18/2029 Common Stock 50,000 ( 3 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Huber Nancy B 4880 HAVANA STREET, SUITE 201 DENVER, CO80212 Chief Financial Officer Signatures /s/ Nancy B. Huber 04/30/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The options vest in four (4) equal installments on each anniversary of the grant date, beginning December 5, 2020. ( 2 )The options vest in four (4) equal installments on each anniversary of the grant date, beginning on March 27, 2021. ( 3 )The reporting person agreed to cancellation of (i) an option to purchase 550,000 shares of common stock granted to her on December 5, 2019, (ii) an option to purchase 100,000 shares of common stock granted to her on March 27, 2020, and (iii) an option to purchase 50,000 shares of common stock granted to her on August 19, 2019, in each case, for a new option having a lower exercise price. ( 4 )25% of the option vested immediately upon grant on December 15, 2020. The remainder vest 25% beginning December 5, 2021 and the following two anniversaries of that date. ( 5 )The option vest in 25% equal annual installments beginning 3/27/2021 and the following three anniversaries of that date. ( 6 )25% of the option vested immediately upon grant on December 15, 2020. The remainder vest 25% beginning August 19, 2021 and the following two anniversaries of that date. ( 7 )The options vest in four (4) equal installments on each anniversary of the grant date, beginning on August 19, 2021.

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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