FORM 5 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
[ ] Form 3 Holdings Reported
[ ] Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL 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 SymbolBIOLARGO, 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. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY)
5/4/2020 
(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)
Amount (A) or (D) Price
Common Stock  12/31/2020    A5  335840  A $0.12 (2) 24443647 (4) D (3)  

Table II - Derivative Securities Acquired, Disposed of, or 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
(MM/DD/YYYY)
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 at End of Issuer's Fiscal Year
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option to Purchase Common Stock  $0.14  5/1/2020    A  343571      5/1/2020  5/1/2030  Common stock  343571  $0  408571 (1)(4) D   

Explanation of Responses:
(1)  The total reflects the March 1, 2020, expiration of an option to purchase 200,000 shares of the Issuer's common stock.
(2)  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 issued and the acquisition price per share).
(3)  Includes 22,139,012 shares owned indirectly by Reporting Person through a wholly owned corporation.
(4)  This total is as of the date of the filing of this Report.

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 3/31/2021
**Signature of Reporting Person Date
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