Richard C. Travia Form 4 GENERAL CANNABIS / Richard C. Travia 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^*

Travia Richard C.

(Last) (First) (Middle)

C/O GENERAL CANNABIS CORP.

6565 EAST EVANS AVENUE

(Street)

DENVER CO 80224

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GENERAL CANNABIS CORP [ CANN ]

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)
12/23/2020

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

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
Senior Convertible Promissory Note	$0.65(1)	12/23/2020		P		76,923		12/23/2020	12/23/2023	Common stock	76,923	(1)	76,923	D
Warrants	$0.56	12/23/2020		P		35,715		12/23/2020	12/23/2025	Common stock	35,715	(2)	35,715	D

Explanation of Responses:

1. Pursuant to a Securities Purchase Agreement ("SPA") entered into on December 23, 2020 by the Reporting Person and the Issuer, each Senior Convertible Promissory Note (the "Note") accrues interest at a rate of 10% per annum. The Reporting Person purchased a Note in the principal amount of $100,000 and has the option to convert up to 50% of the outstanding unpaid principal and accrued interest of the Note into the Issuer's Common Stock at a variable price of 80% of the market price but no less than $0.65 per share and no more than $1.00 per share.

2. In connection with the SPA, the Reporting Person also received Warrants to purchase the number of shares of the Issuer's Common Stock equal to 20% of the principal amount of the Note divided by the exercise price of $0.56.

	/s/ Richard C Travia	12/28/2020
	** 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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