Imbimbo Dallas Form 3 Unrivaled Brands / Dallas Imbimbo ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Imbimbo Dallas

(Last)

(First)

(Middle)

C/O UNRIVALED BRANDS, INC.

3242 S. HALLADAY ST., SUITE 202

(Street)

SANTA ANA

92705

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/01/2021

3. Issuer Name and Ticker or Trading Symbol
Unrivaled Brands, Inc. [ UNRV ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock⁽¹⁾	12,527,700⁽²⁾	D
Common Stock⁽¹⁾	6,454,752⁽²⁾	I	Held by Spouse
Common Stock⁽¹⁾	19,260,742⁽²⁾	I	Held by Alpha West Holdings, Inc.⁽³⁾
Common Stock⁽¹⁾	8,259,085⁽²⁾	I	Held by Rove Group LLC⁽⁴⁾
Common Stock⁽¹⁾	15,444,746⁽²⁾	I	Held by Bonaparte Group LLC⁽⁵⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option⁽⁶⁾	01/01/2021	03/01/2030	Common Stock	5,998,636	0.19⁽⁶⁾	D
Stock Option⁽⁶⁾	⁽⁷⁾	11/19/2030	Common Stock	1,923,226	0.13⁽⁶⁾	D
Stock Option⁽⁶⁾	⁽⁹⁾	05/31/2031	Common Stock	1,230,865	0.13⁽⁶⁾	D
Stock Option⁽⁶⁾	01/01/2021	11/19/2030	Common Stock	769,290	0.13⁽⁶⁾	I	Held by Spouse
Stock Option⁽⁶⁾	⁽¹⁰⁾	05/31/2031	Common Stock	615,432	0.13⁽⁶⁾	I	Held by Spouse
Warrants (Right to Buy)⁽⁸⁾	08/01/2020	08/01/2025	Common Stock	408,339	0.19⁽⁸⁾	D
Warrants (Right to Buy)⁽⁸⁾	08/01/2020	08/01/2025	Common Stock	408,339	0.01⁽⁸⁾	D
Warrants (Right to Buy)⁽⁸⁾	08/01/2020	08/01/2025	Common Stock	408,339	0.19⁽⁸⁾	I	Held by Spouse
Warrants (Right to Buy)⁽⁸⁾	08/01/2020	08/01/2025	Common Stock	408,339	0.01⁽⁸⁾	I	Held by Spouse
Warrants (Right to Buy)⁽⁸⁾	06/01/2020	06/01/2025	Common Stock	980,845	0.01⁽⁸⁾	I	Held by Alpha West Holdings, Inc.⁽³⁾
Warrants (Right to Buy)⁽⁸⁾	06/01/2020	06/01/2025	Common Stock	807,527	0.01⁽⁸⁾	I	Held by Alpha West Holdings, Inc.⁽³⁾
Warrants (Right to Buy)⁽⁸⁾	06/01/2020	06/01/2025	Common Stock	980,845	0.19⁽⁸⁾	I	Held by Alpha West Holdings, Inc.⁽³⁾
Warrants (Right to Buy)⁽⁸⁾	06/01/2020	06/01/2025	Common Stock	3,270,254	0.01⁽⁸⁾	I	Held by Rove Group LLC⁽⁴⁾
Warrants (Right to Buy)⁽⁸⁾	06/01/2020	06/01/2025	Common Stock	3,270,254	0.19⁽⁸⁾	I	Held by Rove Group LLC⁽⁴⁾
Warrants (Right to Buy)⁽⁸⁾	06/01/2020	06/01/2025	Common Stock	4,535,599	0.01⁽⁸⁾	I	Held by Rove Group LLC⁽⁴⁾
Warrants (Right to Buy)⁽⁸⁾	06/01/2020	06/01/2025	Common Stock	480,806	0.01⁽⁸⁾	I	Held by Rove Group LLC⁽⁴⁾
Warrants (Right to Buy)⁽⁸⁾	06/01/2020	06/01/2025	Common Stock	480,806	0.19⁽⁸⁾	I	Held by Rove Group LLC⁽⁴⁾

Explanation of Responses:

1. The Reporting Person was appointed to the Issuer's Board of Directors, effective July 1, 2021, in connection with the Issuer's acquisition of UMBRLA Inc., a Nevada corporation ("UMBRLA"), pursuant to an Agreement and Plan of Merger, dated as of March 2, 2021, pursuant to which a wholly owned subsidiary of the Issuer merged with and into UMBRLA (the "Merger"), with UMBRLA surviving the Merger as a wholly owned subsidiary of the Issuer. At the effective time of the Merger, each share of UMBRLA common stock outstanding and directly or indirectly held by the Reporting Person was converted into the right to receive 1.5386 shares of the Issuer's common stock (the "Exchange Ratio").

2. Represents shares of the Issuer's common stock received in the Merger.

3. Mr. Imbimbo, together with his spouse, is a majority shareholder of Alpha West Holdings, Inc. Mr. Imbimbo is also the Chief Executive Officer and a director of Alpha West Holdings, Inc.

4. Mr. Imbimbo is the sole member of Rove Group LLC.

5. Mr. Imbimbo's spouse is the managing member of Bonaparte Group LLC.

6. Represents UMBRLA stock options assumed by the Issuer in the Merger that were converted into options to purchase shares of the Issuer's common stock, as calculated based on the Exchange Ratio. The exercise price was adjusted to reflect the Exchange Ratio.

7. For Mr. Imbimbo, 25% of the options vest on the first anniversary of the grant date, with the remainder vesting in equal monthly installments for the remaining 36 months. For Mr. Imbimbo's spouse, the options vest in twelve equal monthly installments beginning on the grant date.

8. Represents UMBRLA warrants assumed by the Issuer in the Merger that were converted into warrants exercisable for shares of the Issuer's common stock, as calculated based on the Exchange Ratio. The exercise price was adjusted to reflect the Exchange Ratio.

9. Vests as to 25% of the underlying shares on January 1, 2022, with the remainder vesting in equal monthly installments for the remaining 36 months.

10. Vests in twelve equal monthly installments beginning on February 1, 2021, such that the stock option is fully-vested on January 1, 2022.

Remarks:

Power of Attorney is attached hereto as Exhibit 24.

	/s/ Dallas Imbimbo	07/12/2021
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Imbimbo Dallas Form 3Unrivaled Brands / Dallas Imbimbo ownership change