Kovacevich Nicholas Form 4 Unrivaled Brands / Nicholas Kovacevich 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^*

Kovacevich Nicholas

(Last) (First) (Middle)

C/O UNRIVALED BRANDS, INC.

3242 HALLADAY ST., SUITE 202

(Street)

SANTA ANA CA 92705

(City) (State) (Zip)

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

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)
07/01/2021

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	07/01/2021		A		955,459(1)	A	(1)	955,459	I	By Trust
Common Stock	07/01/2021		A		19,260,742(1)	A	(1)	19,260,742	I	By Alpha West Holdings, Inc.(3)

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
Warrant (Right to Buy)(2)	$0.01	07/01/2021		A		480,806		06/01/2020	06/01/2025	Common Stock	480,806	(2)	480,806	I	By Trust
Warrant (Right to Buy)(2)	$0.01	07/01/2021		A		2,555,094		06/01/2020	06/01/2025	Common Stock	2,555,094	(2)	2,555,094	I	By Trust
Warrant (Right to Buy)(2)	$0.19	07/01/2021		A		480,806		06/01/2020	06/01/2025	Common Stock	480,806	(2)	480,806	I	By Trust
Warrant (Right to Buy)(2)	$0.01	07/01/2021		A		576,968		06/01/2020	06/01/2025	Common Stock	576,968	(2)	576,968	I	By Trust
Warrant (Right to Buy)(2)	$0.19	07/01/2021		A		576,968		06/01/2020	06/01/2025	Common Stock	576,968	(2)	576,968	I	By Trust
Warrant (Right to Buy)(2)	$0.01	07/01/2021		A		980,845		06/01/2020	06/01/2025	Common Stock	980,845	(2)	980,845	I	By Alpha West Holdings, Inc.(3)
Warrant (Right to Buy)(2)	$0.01	07/01/2021		A		807,527		06/01/2020	06/01/2025	Common Stock	807,527	(2)	807,527	I	By Alpha West Holdings, Inc.(3)
Warrant (Right to Buy)(2)	$0.19	07/01/2021		A		980,845		06/01/2020	06/01/2025	Common Stock	980,845	(2)	980,845	I	By Alpha West Holdings, Inc.(3)

Explanation of Responses:

1. Represents shares of the Issuer's common stock acquired by the Reporting Person 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 was converted into the right to receive 1.5386 shares of the Issuer's common stock (the "Exchange Ratio").

2. Represents UMBRLA warrants held by the Reporting Person that were assumed by the Issuer in the Merger and 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.

3. Represents securities held by Alpha West Holdings, Inc., of which the Reporting Person is a stockholder. The Reporting Person disclaims beneficial ownership of these securities except to the extent of the Reporting Person's pecuniary interest therein.

Remarks:

	/s/ Nicholas Kovacevich	07/13/2021
	** 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).
** 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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