Dallas Imbimbo - Jul 1, 2021 Form 3 Insider Report for Unrivaled Brands, Inc. (UNRV)

Role
Director
Signature
/s/ Dallas Imbimbo
Stock symbol
UNRV
Transactions as of
Jul 1, 2021
Transactions value $
$0
Form type
3
Date filed
7/12/2021, 07:38 PM
Next filing
Aug 3, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding UNRV Common Stock 12.5M Jul 1, 2021 Direct F1, F2
holding UNRV Common Stock 6.45M Jul 1, 2021 Held by Spouse F1, F2
holding UNRV Common Stock 19.3M Jul 1, 2021 Held by Alpha West Holdings, Inc. F1, F2, F3
holding UNRV Common Stock 8.26M Jul 1, 2021 Held by Rove Group LLC F1, F2, F4
holding UNRV Common Stock 15.4M Jul 1, 2021 Held by Bonaparte Group LLC F1, F2, F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding UNRV Stock Option Jul 1, 2021 Common Stock 6M $0.19 Direct F6
holding UNRV Stock Option Jul 1, 2021 Common Stock 1.92M $0.13 Direct F6, F7
holding UNRV Stock Option Jul 1, 2021 Common Stock 1.23M $0.13 Direct F6, F9
holding UNRV Stock Option Jul 1, 2021 Common Stock 769K $0.13 Held by Spouse F6
holding UNRV Stock Option Jul 1, 2021 Common Stock 615K $0.13 Held by Spouse F6, F10
holding UNRV Warrants (Right to Buy) Jul 1, 2021 Common Stock 408K $0.19 Direct F8
holding UNRV Warrants (Right to Buy) Jul 1, 2021 Common Stock 408K $0.01 Direct F8
holding UNRV Warrants (Right to Buy) Jul 1, 2021 Common Stock 408K $0.19 Held by Spouse F8
holding UNRV Warrants (Right to Buy) Jul 1, 2021 Common Stock 408K $0.01 Held by Spouse F8
holding UNRV Warrants (Right to Buy) Jul 1, 2021 Common Stock 981K $0.01 Held by Alpha West Holdings, Inc. F3, F8
holding UNRV Warrants (Right to Buy) Jul 1, 2021 Common Stock 808K $0.01 Held by Alpha West Holdings, Inc. F3, F8
holding UNRV Warrants (Right to Buy) Jul 1, 2021 Common Stock 981K $0.19 Held by Alpha West Holdings, Inc. F3, F8
holding UNRV Warrants (Right to Buy) Jul 1, 2021 Common Stock 3.27M $0.01 Held by Rove Group LLC F4, F8
holding UNRV Warrants (Right to Buy) Jul 1, 2021 Common Stock 3.27M $0.19 Held by Rove Group LLC F4, F8
holding UNRV Warrants (Right to Buy) Jul 1, 2021 Common Stock 4.54M $0.01 Held by Rove Group LLC F4, F8
holding UNRV Warrants (Right to Buy) Jul 1, 2021 Common Stock 481K $0.01 Held by Rove Group LLC F4, F8
holding UNRV Warrants (Right to Buy) Jul 1, 2021 Common Stock 481K $0.19 Held by Rove Group LLC F4, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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").
F2 Represents shares of the Issuer's common stock received in the Merger.
F3 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.
F4 Mr. Imbimbo is the sole member of Rove Group LLC.
F5 Mr. Imbimbo's spouse is the managing member of Bonaparte Group LLC.
F6 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.
F7 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.
F8 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.
F9 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.
F10 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.