Sec Form 4 Filing - Francis Knuettel II @ Unrivaled Brands, Inc. - 2021-06-18-05:00

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Francis Knuettel II 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 X __ Officer (give title below) _____ Other (specify below) CEO and President (Last) (First) (Middle) C/O UNRIVALED BRANDS, INC., 3242 S. HALLADAY ST., SUITE 202 3. Date of Earliest Transaction (MM/DD/YY) 06/18-05:00/2021 (Street) SANTA ANA, CA92705 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 07/01-05:00/2021 A 423,456 ( 1 ) A 423,456 I By Trust Common Stock 06/18-05:00/2021 A 200,000 A $ 0 2,050,000 D Common Stock 07/01-05:00/2021 A 400,000 A $ 0 2,450,000 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Stock Options ( 2 ) $ 0.13 ( 2 ) 07/01-05:00/2021 A 769,290 06/14-05:00/2021 11/04-05:00/2030 Common Stock 769,290 ( 2 ) 769,290 D Warrant (Right to Buy) ( 3 ) $ 0.01 ( 3 ) 07/01-05:00/2021 A 192,322 06/01-05:00/2020 06/01-05:00/2025 Common Stock 192,322 ( 3 ) 192,322 I By Trust Warrant (Right to Buy) ( 3 ) $ 0.19 ( 3 ) 07/01-05:00/2021 A 192,322 06/01-05:00/2020 06/01-05:00/2025 Common Stock 192,322 ( 3 ) 192,322 I By Trust

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Francis Knuettel II C/O UNRIVALED BRANDS, INC. 3242 S. HALLADAY ST., SUITE 202 SANTA ANA, CA92705 X CEO and President Signatures /s/ Francis Knuettel II 07/12-05:00/2021 Signature of Reporting Person Date

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 and held directly or indirectly 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 UMBRLA stock options held by the Reporting Person that were assumed by the Issuer in the Merger and converted into options 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 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.

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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