SEC Info - Dennedy Jim - ‘4’ for 8/26/22 re: urban-gro, Inc.

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^*

DENNEDY JIM

(Last)

(First)

(Middle)

1751 PAMORAMA POINT SUITE G

(Street)

LAFAYETTE,

80026

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
urban-gro, Inc. [ UGRO ]

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

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
Former Director, Pres. and COO

3. Date of Earliest Transaction (Month/Day/Year)
8/26/22

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock subject to Vesting/forfeiture	8/26/22		D ⁽¹⁾		129,190 ⁽¹⁾	D	$0	37,837	D
Common Stock								160,155	I ⁽²⁾	Ownership of entity which holds the stock in the Issuer

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock Option	$7.2	8/22/18		A		16,667		⁽³⁾	8/22/28	Common Stock	16,667	$0	16,667	D
Common Stock Option	$7.2	4/1/19		A		3,333		⁽⁴⁾	4/1/29	Common Stock	3,333	$0	20,000	D

Explanation of Responses:

(1) On August 26, 2022, the Issuer announced that the Reporting Person (also has reported as Dennedy, James H. in prior filings) is resigning from his positions as a Director and Executive Officer of the Issuer. The 129,190 Shares of Common Stock represent Shares previously reported by the Reporting Person that will not vest or be issued in the future. The Reporting Person directly owns 37,873 Shares of Common Stock following the forfeiture of non-vesting restricted stock grants.

(2) The Reporting Person is the sole equity holder of Hamilton-Madison Group, LLC and as such may be deemed to beneficially own the shares held by it. The reporting person was the managing member of HMG Partners I, LLC and such entity has subsequently been dissolved and its shares distributed to its members.

(3) The stock option was issued in connection with the Reporting Person serving as Board Director and vested proportionately over a three-year period on each annual period beginning on August 22, 2019; the stock option fully vested on August 22, 2021. The 16,667 shares are as adjusted for a reverse stock split which occurred on 12/31/20.

(4) The stock option was issued in connection with the Reporting Person serving on Board Committees for the prior year and immediately vested upon issuance. The 3,333 shares are as adjusted for a reverse stock split which occurred on 12/31/20.

Remarks:

This "Exit" Form 4 is voluntarily filed to report that the Reporting Person is no longer serving as a member of the board of directors or as an Executive Officer of the Issuer, effective as of August 26, 2022, as the Reporting Person resigned from all positions with the Issuer for personal reasons (and not from any disagreement with the Issuer), and therefore is no longer subject to Section 16 reporting. The Reporting Person did not have any transactions in the Issuer's securities during the time that he was a Section 16 reporting person other than those previously disclosed in Form 4 or 4/A, filed on May 17, 2022, February 8, 2022 (as Dennedy, James H.), February 4, 2022, December 3, 2021, June 1, 2021 (as amended), May 21, 2021, and September 25, 2018 (as Dennedy, James H.). The ownership numbers reported on this Form 4 are all as adjusted for a reverse stock split which occurred on 12/31/20 and the forfeiture of non-vested stock grants reported on this form and represent the current cumulative holdings of the Reporting Person.

	/s/ Jim Dennedy	9/9/22
	** 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).
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.

____________ Transaction Codes:
A	Grant, award or other acquisition pursuant to Rule 16b-3(d).
D	Disposition to the Issuer of Issuer equity securities pursuant to Rule 16b-3(e).

Dennedy Jim – ‘4’ for 8/26/22 re: urban-gro, Inc.

On: Friday, 9/9/22, at 9:30pm ET · For: 8/26/22 · As: Other · Accession #: 1493152-22-25545 · File #: 1-39933

Previous ‘4’: ‘4’ on 5/17/22 for 5/16/22 · Next: ‘4’ on 5/24/23 for 5/9/23 · Latest: ‘4/A’ on 5/30/23 for 5/23/23

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34

Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Dennedy Jim – ‘4’ for 8/26/22 re: urban-gro, Inc.

On: Friday, 9/9/22, at 9:30pm ET · For: 8/26/22 · As: Other · Accession #: 1493152-22-25545 · File #: 1-39933

Previous ‘4’: ‘4’ on 5/17/22 for 5/16/22 · Next: ‘4’ on 5/24/23 for 5/9/23 · Latest: ‘4/A’ on 5/30/23 for 5/23/23

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34

Filing Table of Contents