Statement of Changes in Beneficial Ownership (4)
October 02 2020 - 04:59PM
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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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
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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 * 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
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(Street)
WESTMINSTER, CA 92683
(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 |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
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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 |
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A |
|
185339 (3) |
A |
$0.15 (1) |
24107807 |
D (2) |
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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 |
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
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Director |
10% Owner |
Officer |
Other |
CODE KENNETH REAY
14921 CHESTNUT ST.
WESTMINSTER, CA 92683 |
X |
X |
Chief Science Officer |
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Signatures
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/s/ John R. Browning,
Attorney-in-fact |
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10/2/2020 |
**Signature of
Reporting Person |
Date |