Statement of Changes in Beneficial Ownership (4)

FORM 4

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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3235-0287

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * GUTTERMAN STEVEN D.	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                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) CHIEF EXECUTIVE OFFICER
(Last)          (First)          (Middle) C/O GENERAL CANNABIS CORP, 6565 EAST EVANS AVENUE	3. Date of Earliest Transaction (MM/DD/YYYY) 4/20/2021
(Street) DENVER, CO 80224 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: 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
Senior Convertible Promissory Note	$0.65 (1)	4/21/2021		P		7693		4/21/2021	4/21/2024	Common stock	7693	(1)	7693	D
Warrants	$0.56	4/21/2021		P		3715		4/21/2021	4/21/2026	Common stock	3715	(2)	3715	D

Explanation of Responses:
(1)	Pursuant to a Securities Purchase Agreement ("SPA") entered into on April 20, 2021 by the Reporting Person and the Issuer, each Senior Convertible Promissory Note (the "Note") accrues interest at a rate of 10% per annum. The Reporting Person purchased a Note in the principal amount of $10,000 and has the option to convert up to 50% of the outstanding unpaid principal and accrued interest of the Note into the Issuer's Common Stock at a variable price of 80% of the market price but no less than $0.65 per share and no more than $1.00 per share.
(2)	In connection with the SPA, the Reporting Person also received Warrants to purchase the number of shares of the Issuer's Common Stock equal to 20% of the principal amount of the Note divided by the exercise price of $0.56.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
GUTTERMAN STEVEN D. C/O GENERAL CANNABIS CORP 6565 EAST EVANS AVENUE DENVER, CO 80224	X		CHIEF EXECUTIVE OFFICER

Signatures
/s/ Steven Gutterman		4/21/2021
**Signature of Reporting Person		Date