Statement of Changes in Beneficial Ownership (4)

Date : 06/24/2019 @ 10:23PM
Source : Edgar (US Regulatory)
Stock : Biolargo, Inc. (QB) (BLGO)
Quote : 0.2499  0.00385 (1.56%) @ 9:08PM

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
                                                                                  
OMB APPROVAL
OMB Number: 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 *

PROVENZANO JOSEPH L
2. Issuer Name and Ticker or Trading Symbol

BIOLARGO, INC. [ BLGO ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Secretary
(Last)          (First)          (Middle)

14921 CHESTNUT ST.
3. Date of Earliest Transaction (MM/DD/YYYY)

6/18/2019
(Street)

WESTMINSTER, CA 92683
(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
Common stock   6/18/2019   (1)   A    500000   A $0   (2) 1770743   D    

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
Option to Purchase Common Stock   $0.17   (4) 6/18/2019     A      1000000       5/28/2020   (3) 5/28/2029   Common stock   1000000   $0.17   1926203   D    

Explanation of Responses:
(1)  Reporting Person and Issuer entered into an employment agreement on June 18, 2019. The agreement was effective as of May 28, 2019, as on that date Issuer's Compensation Committee met and awarded Reporting Person the restricted common stock and option reported on this Form 4. These securities were issued pursuant to Issuer's 2018 Equity Incentive Plan, and per the terms of the plan, the grant date of awards is the date granted by the Compensation Committee.
(2)  Issuer's Compensation Committee awarded the restricted common stock as an incentive to Reporting Person to enter into a five-year employment agreement. No other consideration was paid by Reporting Person for the issuance of the restricted common stock. Issuer's common stock closed at $0.17 on the May 28, 2019 grant date.
(3)  The Option vests in increments of 200,000 shares beginning on May 28, 2020, and each May 28th thereafter, until fully vested, and only if Reporting Person remains employed by Issuer.
(4)  The exercise price is based on the closing price of Issuer's common stock on the May 28, 2019 award date. See Footnote 1.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
PROVENZANO JOSEPH L
14921 CHESTNUT ST.
WESTMINSTER, CA 92683
X
Secretary

Signatures
/s/ John R. Browning, Attorney-in-fact 6/24/2019
** 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 4(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 control number.

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