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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* HERSHEY ADAM (Last) (First) (Middle) 6 POMPANO ROAD (Street) RUMSON NJ 07760 (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 X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 07/28/2020
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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	07/28/2020		P		502,134	A	$0.3983	2,510,670	I	See footnote (1) and(2)
Common Stock	07/28/2020		P		1,544,062	A	$0.3983	5,021,340	I	See footnote(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
Warrants to purchase common stock	$0.5565	07/28/2020		A		376,600		07/28/2020	05/29/2025	Common stock	376,600	$0	376,600	I	See footnote(1)(2)
Warrants to purchase common stock	$0.5565	07/28/2020		A		1,158,047		07/28/2020	05/29/2025	Common stock	1,158,047	$0	1,158,047	I	See footnote(3)

1. Name and Address of Reporting Person* HERSHEY ADAM (Last) (First) (Middle) 6 POMPANO ROAD (Street) RUMSON NJ 07760 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Hershey Strategic Capital, LP (Last) (First) (Middle) 6 POMPANO ROAD (Street) RUMSON NJ 07760 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* HERSHEY STRATEGIC CAPITAL GP, LLC (Last) (First) (Middle) 6 POMPANO ROAD (Street) RUMSON NJ 07760 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* HERSHEY MANAGEMENT I, LLC. (Last) (First) (Middle) 6 POMPANO ROAD (Street) RUMSON NJ 07760 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Hershey Management IV, LLC (Last) (First) (Middle) 6 POMPANO ROAD (Street) RUMSON NJ 07760 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Shore Ventures III, LP (Last) (First) (Middle) 6 POMPANO ROAD (Street) RUMSON NJ 07760 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Represents shares of the common stock of the Issuer, and warrants to purchase shares of the common stock of the Issuer, that were acquired by Hershey Strategic Capital, LP ("HSC LP") on July 28, 2020 at a third closing effected pursuant to a Subscription Agreement dated as of May 29, 2020 among HSC LP, Shore Ventures III, LP ("Shore Ventures") and the Issuer. Such shares of common stock and warrants are held directly by HSC LP. Hershey Management I, LLC is the investment advisor of HSC LP. Hershey Strategic Capital GP, LLC is the general partner of HSC LP. (continue with footnote 2)

2. Adam Hershey is the sole managing member of both Hershey Management I, LLC and Hershey Strategic Capital GP, LLC. As the investment advisor of HSC LP, Hershey Management I, LLC, which is controlled by Mr. Hershey, has the voting and dispositive power with respect to all of the securities of the Issuer owned by HSC LP. Each of Hershey Management I, LLC, Hershey Strategic Capital GP, LLC and Adam Hershey disclaims beneficial ownership in the securities of the Issuer held directly by HSC LP except to the extent of its pecuniary interest therein.

3. Represents shares of the common stock of the Issuer, and warrants to purchase shares of the common stock of the Issuer, that were acquired by Shore Ventures on July 28, 2020 at a third closing effected pursuant to a Subscription Agreement dated as of May 29, 2020 among HSC LP, Shore Ventures and the Issuer. Such shares of common stock and warrants are held directly by Shore Ventures. Hershey Management IV, LLC is the general partner of Shore Ventures. Adam Hershey is the sole managing member of Hershey Management IV, LLC. As the general partner of Shore Ventures, Hershey Management IV, LLC, which is controlled by Mr. Hershey, has the voting and dispositive power with respect to all of the securities of the Issuer owned by Shore Ventures. Each of Hershey Management IV, LLC and Adam Hershey disclaims beneficial ownership in the securities of the Issuer held directly by Shore Ventures except to the extent of its pecuniary interest therein.

	HERSHEY MANAGEMENT I, LLC, By: /s/ Adam Hershey, Managing Member	07/30/2020
	HERSHEY STRATEGIC CAPITAL, LP, By: Hershey Strategic Capital GP, LLC, Its general partner, By: /s/ Adam Hershey, Managing Member	07/30/2020
	HERSHEY STRATEGIC CAPITAL GP, LLC, By: /s/ Adam Hershey, Managing Member	07/30/2020
	HERSHEY MANAGEMENT IV, LLC, By: /s/ Adam Hershey, Managing Member	07/30/2020
	SHORE VENTURES III, LP, By: Hershey Management IV, LLC, Its general partner, By: /s/ Adam Hershey, Managing Member	07/30/2020
	/s/ Adam Hershey, Authorized Signatory	07/30/2020
	** Signature of Reporting Person	Date
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