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
                       
1. Name and Address of Reporting Person * CODE KENNETH REAY 2. Issuer Name and Ticker or Trading Symbol BIOLARGO, INC. [ BLGO ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)__X__ Director                    __X__ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Science Officer
(Last)         (First)         (Middle)
14921 CHESTNUT ST.		 3. Date of Earliest Transaction (MM/DD/YYYY)
9/30/2020
(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  9/30/2020    A    185339 (3) A $0.15 (1) 24107807  D (2)  

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

Explanation of Responses:
(1)  Shares received from Issuer in exchange for a reduction in amounts owed by Issuer to Reporting Person for salary and unreimbursed business expenses (equal to the product of the number of shares and acquisition price per share).
(2)  Aggregate total shares includes 22,139,012 shares owned indirectly by Reporting Person through a wholly owned corporation.
(3)  The shares issued are unvested and subject to a Lock-Up Agreement dated as of the issuance date whereby shares vest only upon the earlier of (i) the sale of the Issuer of substantially all of its assets, (ii) the successful commercialization of Issuer's products or technologies as demonstrated by its receipt of at least $3,000,000 in cash, or the recognition of $3,000,000 in revenue, over a 12-month period from the sale of products and/or the license of technology; and (iii) the Company's breach of the employment agreement between the Company and Reporting Person and resulting in Reporting Person's termination.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
CODE KENNETH REAY
14921 CHESTNUT ST.
WESTMINSTER, CA 92683		 X X Chief Science Officer

Signatures
/s/ John R. Browning, Attorney-in-fact 10/2/2020
**Signature of Reporting Person Date
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