Medicine Man (SHWZ) Form 4 Medicine Man / Jeffrey Alley Cozad ownership change

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

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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^*

CRW Capital, LLC

(Last) (First) (Middle)

4740 W. MOCKINGBIRD LANE

P.O. BOX 195579

(Street)

DALLAS TX 75209

(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)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/07/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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

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(1)	04/07/2023		P		2,100		(2)	(2)	Common Stock	2,119,219(3)	$1,000	39,740	I	See footnotes(4)(5)
Right to Buy Series A Cumulative Convertible Preferred Stock	$1.2(1)	04/07/2023		P		8,290		(6)	05/30/2023	Common Stock	8,365,870(3)	$1,000	39,740	I	See footnotes(6)(7)

1. Name and Address of Reporting Person^*

CRW Capital, LLC

(Last) (First) (Middle)

4740 W. MOCKINGBIRD LANE

P.O. BOX 195579

(Street)

DALLAS TX 75209

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CRW Capital Cann Holdings, LLC

(Last) (First) (Middle)

4740 W. MOCKINGBIRD LANE

P.O. BOX 195579

(Street)

DALLAS TX 75209

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Rubin Marc R

(Last) (First) (Middle)

4740 W. MOCKINGBIRD LANE

P.O. BOX 195579

(Street)

DALLAS TX 75209

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Cozad Jeffrey Alley

(Last) (First) (Middle)

4740 W. MOCKINGBIRD LANE

P.O. BOX 195579

(Street)

DALLAS CA 75209

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CRW Capital Holdings II, LLC

(Last) (First) (Middle)

4740 W. MOCKINGBIRD LANE

P.O. BOX 195579

(Street)

DALLAS TX 75209

(City) (State) (Zip)

Explanation of Responses:

1. Subject to adjustment, as described in the Certificate of Designation of Series A Cumulative Convertible Preferred Stock (the "Certificate of Designation") of Medicine Man Technologies, Inc. (the "Company").

2. The shares of Series A Cumulative Preferred Stock (the "Series A Preferred Shares") are convertible into shares of the Company's common stock (the "Common Shares") upon the events specified in the Certificate of Designation. The Series A Preferred Shares have no expiration date.

3. 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 shall be 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.

4. CRW Capital Holdings II, LLC (the "Holder") is the record holder of the reported shares. Marc R. Rubin and Jeffrey Cozad are the managers of CRW Capital, LLC, which is the sole manager of the Holder. Each of Mr. Rubin, Mr. Cozad and CRW Capital, LLC disclaims beneficial ownership of the reported shares except to the extent of his or its pecuniary interest therein.

5. Pursuant to that certain Preferred Stock Secondary Purchase Agreement dated as of November 23, 2022 (the "Purchase Agreement") by and among CRW Capital Holdings II, LLC ("Holdings") and those certain sellers named therein (the "Sellers"), Holdings agreed to purchase these certain shares of Series A Cumulative Convertible Preferred Stock (the "Series A Preferred Shares") at a subsequent closing occurring as of April 7, 2023.

6. Pursuant to the Purchase Agreement, Holdings acquired the right to purchase such Series A Preferred Shares for a period of up to one hundred and eighty (180) days after the date of the initial closing under the Purchase Agreement, which occurred on November 30, 2022.

7. The Holder is the holder of the right to buy the reported shares. Marc R. Rubin and Jeffrey Alley Cozad are the managers of CRW Capital, LLC, which is the sole manager of the Holder. Each of Mr. Rubin, Mr. Cozad and CRW Capital, LLC disclaims beneficial ownership of the reported shares except to the extent of his or its pecuniary interest therein.

	/s/ Marc R. Rubin, individually, as Treasurer of each of CRW Capital Holdings II, LLC, CRW Capital Cann Holdings, LLC & CRW Capital, LLC	04/11/2023
	** Signature of Reporting Person	Date
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