SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Ruden Brian (Last) (First) (Middle) C/O MEDICINE MAN TECHNOLOGIES, INC. 4880 HAVANA STREET, SUITE 201 (Street) DENVER CO 80239 (City) (State) (Zip)	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)
	3. Date of Earliest Transaction (Month/Day/Year) 10/01/2020
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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

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 the events 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

	/s/ Brian Ruden	04/30/2021
	** Signature of Reporting Person	Date
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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