SEC FORM 3

SEC FORM 3 SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

WILKS LEWIS

(Last)

(First)

(Middle)

1751 PANORAMA POINT

SUITE G

(Street)

LAFAYETTE

80026

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/31/2018

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock Options⁽¹⁾	08/31/2019⁽¹⁾	08/31/2021⁽¹⁾	Common Stock	16,667⁽¹⁾	7.2⁽¹⁾	D

Explanation of Responses:

1. Reporting Person was granted an option by the Issuer to acquire up to 100,000 shares (16,667 shares after giving effect to the 1-for-6 reverse stock split effected December 31, 2020 (the "Reverse Stock Split")) of the Common Stock of the Issuer, one-third exercisable on the anniversary date of the Reporting Person's appointment as a Director of the Issuer (or 33,333 shares (5,556 shares after giving effect to the Reverse Stock Split) on August 31, 2019, 33,333 shares (5,556 shares after giving effect to the Reverse Stock Split) on August 31, 2020 and 33,334 shares (5,556 shares after giving effect to the Reverse Stock Split) on August 31, 2021), at an exercise price of $1.20 per share ($7.20 per share after giving effect to the Reverse Stock Split), provided Reporting Person remains and is a Director of the Issuer on each such anniversary date.

	/s/ Lewis Wilks, by Nelson Mullins Riley & Scarborough LLP with Power of Attorney	05/31/2022
	** 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 5 (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.