BLGO BioLargo Inc (QB)

¹ Beneficial ownership of shares of Common Stock of the Issuer includes ((i) 3,257,143 shares of Common Stock issuable upon conversion of convertible promissory notes; (ii) 3,257,143 shares of Common Stock issuable upon exercise of outstanding warrants; and (iii) 10,000 shares of Common Stock issuable upon exercise of outstanding options.

² Based upon 94,988,597 shares of Common stock outstanding as of March 31, 2017, plus the 6,524,286 shares of Common Stock issuable to the Reporting Person upon conversion of convertible promissory notes and exercise of outstanding warrants and options.

Item 1.  Security and Issuer.

 This Schedule 13D relates to shares of Common Stock, par value $0.00067 per share (“ Common Stock ”), of BioLargo, Inc., a Delaware corporation (the “ Issuer ”). The principal executive offices of the Issuer are located at 3500 W. Garry Avenue, Santa Ana, California 92704.

Item 2.  Identity and Background.

Item 3.  Source or Amount of Funds or Other Consideration.

The Reporting Person initially acquired a beneficial interest in Common Stock of the Issuer through the Reporting Person’s investment of personal funds in series of convertible promissory notes and associated warrants issued in a private placement by the Issuer.

The convertible promissory notes acquired by the Reporting Person in such transaction were immediately convertible upon issuance, at the option of the Reporting Person, into up to 3,257,143 shares of Common Stock. Interest on the convertible promissory notes was, pursuant to the terms of such notes, payable in shares of the Issuer’s Common Stock on a quarterly basis, and, as of the date of this Schedule 13D, the Issuer has issued to the Reporting Person 411,291 shares of Common Stock in payment of accrued interest under the notes.

The warrants acquired by the Reporting Person were immediately exercisable upon issuance, at the option of the Reporting Person, for up to 3,257,143 shares of Common Stock.

 In connection with the election of the Reporting Person to the Issuer’s Board of Directors, the Issuer issued to the Reporting Person, effective June 19, 2017, an option to purchase up to 10,000 shares of Common Stock.

Item 4.  Purpose of Transaction.

 The information set forth in Item 3 of this Schedule 13D is incorporated by reference into this Item 4.

As described in Item 3 of this Schedule 13D, the shares of Common Stock beneficially owned by the Reporting Person were originally acquired in connection with (i) a private placement by the Issuer of promissory notes and associated warrants and (ii) his services as a member of the Issuer’s Board of Directors.

The Reporting Person has no present plans or proposals that relate to or would result in any of the events set forth in Items 4(a) through (j) of Schedule 13D.

The Reporting Person reserves the right to change plans and take any and all actions that he may deem appropriate to maximize the value of his investments in the Issuer, including, among other things, purchasing or otherwise acquiring additional securities of the Issuer, selling or otherwise disposing of any securities of the Issuer beneficially owned by him, in each case in the open market or in privately negotiated transactions, or formulating other plans or proposals regarding the Issuer or its securities to the extent deemed advisable by the Reporting Person in light of his general investment policies, market conditions, subsequent developments affecting the Issuer and general business and future prospects of the Issuer.

Item 5.  Interest in Securities of the Issuer.

The information set forth in Items 3 and 4 of this Schedule 13D are incorporated by reference into this Item 5.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

      No contracts, arrangements, understandings or similar relationships exist with respect to the securities of the Issuer between the Reporting Person and any other person or entity.

Item 7.  Material to Be Filed as Exhibits.

None.

SIGNATURE

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