SC 13G 1 schedule13g.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

INFORMATION TO BE INCLUDED IN STATEMENTS FILED

PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2

Urban-Gro Inc

(Name of Issuer)

common shares, $0.01 par value

(Title of Class of Securities)

91704K202

(CUSIP Number)

December 31, 2021

(Date of Event Which Requires Filing of the Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

⌧	Rule 13d-1(b)

☐	Rule 13d-1(c)

☐	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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Cusip No. 91704K202

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1.	NAME OF REPORTING PERSONS AdvisorShares Trust
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 628,356
		6.	SHARED VOTING POWER 0
		7.	SOLE DISPOSITIVE POWER 628,356
		8.	SHARED DISPOSITIVE POWER 0
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 628,356
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.84%
12.	TYPE OF REPORTING PERSON (See Instructions) IV

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Cusip No. 91704K202

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Item 1(a).

Name of Issuer: Urban-Gro Inc

Item 1(b).

Address of Issuer’s Principal Executive Offices:

1751 Panorama Point, Unit G

Lafayette, Colorado 80026

Item 2(a).

Name of Person Filing: AdvisorShares Trust

Item 2(b).

Address of Principal Business Office or, if none, Residence:

4800 Montgomery Lane, Suite 150

Bethesda, Maryland 20814

Item 2(c).

Citizenship: Delaware

Item 2(d).

Title of Class of Securities: Common Shares, $0.01 par value

Item 2(e).

CUSIP Number: 91704K202

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

(a)

[ ]

Broker or dealer registered under Section 15 of the Act (15 U.S.C 78o);

(b)

[ ]

Bank as defined in Section 3(a)(6) of the Act (15 U.S.C 78c);

(c)

[ ]

Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C 78c);

(d)

[X]

Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

[ ]

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)

[ ]

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)

[ ]

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

[ ]

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

[ ]

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);

(j)

[ ]

A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

(k)

[ ]

Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

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Cusip No. 91704K202

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Item 4.

Ownership:

Provide the following information regarding the aggregate number and percentage of class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned: 628,356

(b)

Percent of Class: 5.84%

(c)

Number of shares as to which such person has:

(i)

sole power to vote or to direct the vote: 628,356

(ii)

shared power to vote or to direct the vote: 0

(iii)

sole power to dispose or to direct the disposition of: 628,356

(iv)

shared power to dispose or to direct the disposition of: 0

Item 5.

Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [ ].

Item 6.

Ownership of More than Five Percent on Behalf of Another Person:

Not Applicable

Item 7.

Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

Not Applicable

Item 8.

Identification and Classification of Members of the Group:

Not Applicable

Item 9.

Notice of Dissolution of Group:

Not Applicable

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Cusip No. 91704K202

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Item 10. Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	February 11, 2022
	(Date)


	/s/ Stefanie Little
	(Signature)


	Stefanie Little – Chief Compliance Officer
	Name and Title

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SEC Form SC 13G filed by urban-gro Inc.