Statement of Changes in Beneficial Ownership (4)
February 27 2020 - 1:07PM
Edgar (US Regulatory)
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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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
*
DARGAN CHARLES K |
2. Issuer Name and Ticker or Trading Symbol
BIOLARGO, INC.
[
BLGO
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Financial Officer |
(Last)
(First)
(Middle)
18851 NE 29TH AVENUE, SUITE 700 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/31/2020 |
(Street)
AVENTURA, FL 3318
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
Option to Purchase Common Stock | $0.50 | 1/31/2020 | | J (1) |
V
| | 10000 | 1/31/2010 | 1/31/2020 | Common stock | 10000 | $0 (2) | 3089000 | D | |
Option to Purchase Common Stock | $0.575 | 2/1/2020 | | J (1) |
V
| | 60000 | 2/1/2010 | 2/1/2020 | Common stock | 60000 | $0 (2) | 3029000 | D | |
Option to Purchase Common Stock | $0.21 | 2/25/2020 | | A | | 27500 | | 2/25/2020 | 2/25/2030 | Common stock | 27500 | $0 (3) | 3056500 | D | |
Option to Purchase Common Stock | $0.21 | 2/25/2020 | | A | | 400000 (4) | | 2/25/2020 | 2/25/2030 | Common stock | 400000 | $0 (5) | 3456500 | D | |
Explanation of Responses: |
(1) | This transaction reports the expiration, without exercise, of an Option to purchase common stock issued by Issuer to Reporting Person. |
(2) | This Option was originally issued to the Reporting Person as compensation to serve as Issuer's Chief Financial Officer during the time period specific in the Engagement Agreement between the Reporting Person and the Issuer in effect on the date the Option was issued. |
(3) | This Option was issued to Reporting Person to replace options to purchase 110,000 shares that had been issued as sole compensation to the provision of services to the Issuer and had expired, unexercised. |
(4) | The Option is exercisable according to its vesting schedule: (i) 75,000 shares as of December 31, 2019, and then (ii) in equal monthly installments of 25,000 shares beginning January 31, 2020, so long as the Engagement Extension Agreement dated February 25, 2020, between Reporting Owner and Issuer, remains in force and effect. |
(5) | This Option was issued to the Reporting Person as compensation to serve as Issuer's Chief Financial Officer from October 1, 2019 through January 31, 2021. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
DARGAN CHARLES K 18851 NE 29TH AVENUE SUITE 700 AVENTURA, FL 3318 |
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| Chief Financial Officer |
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Signatures
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/s/ John R. Browning, Attorney-in-fact | | 2/27/2020 |
**Signature of Reporting Person | Date |
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