SEC FORM 4

SEC FORM 4 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^*

Lowe James Robert

(Last)

(First)

(Middle)

1751 PANAROMA 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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2019

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

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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	05/18/2023		P		25,000	A	$1.889	423,410	D
Restricted Common Stock Award ("RSA") (subject to vesting)	06/15/2022		P		17,204⁽¹⁾	A	$0	398,410	D
Common Stock	06/04/2021		J		107,462⁽²⁾	A	$0	381,206	D
Restricted Common Stock Award ("RSA") (subject to vesting)	05/27/2021		A		8,520⁽³⁾	A	$0	273,744	D
Common Stock	02/17/2021		C		137,940⁽⁴⁾	A	$7.5	265,224	D
Common Stock	12/08/2020		P		20,833	A	$2.4	127,284	D
Common Stock	12/07/2020		P		69,021	A	$3	106,451	D
Restricted Common Stock Award ("RSA") (subject to vesting)	05/28/2020		A		14,375⁽⁵⁾	A	$0	37,430⁽⁶⁾	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 (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	04/01/2019		A		1,667		04/01/2019⁽⁷⁾	04/01/2028	Common Stock	1,667	$0	23,334⁽⁶⁾	D

Explanation of Responses:

1. BOD Compensation 2022. The restricted Stock will vest on June 16, 2023.

2. Shares transferred from Reporting Person's wholly owned entity, Cloud9 Support, LLC. Shares previously reported on Form 4 as indirect ownership and holding changed after giving effect to the 1-for-6 reverse stock split effected December 31, 2020.

3. BOD Compensation 2021. The restricted stock will vest on May 27, 2022.

4. Conversion and final payment of previously reported promissory note.

5. BOD Compensation 2020. The restricted stock will vest on May 28, 2021.

6. Reporting Person's holding changed after giving effect to the 1-for-6 reverse stock split effected December 31, 2020.

7. The stock option was issued with the Reporting Person serving on Board Committees for the prior year and immediately vested upon issuance.

Remarks:

	/s/ James Lowe	05/18/2023
	** 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.

SEC Form 4 filed by Lowe James Robert