CUSIP No. 84612H106
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Page 1
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. 2)
Under the Securities Exchange Act of
1934
Sow Good Inc.
(Name of Issuer)
Common Stock
(Title
of Class of Securities)
84612H106
(CUSIP Number)
December
31, 2020
(Date of Event which Requires Filing of
this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[_] Rule
13d-1(b)
[X] Rule 13d-1(c)
[_] Rule
13d-1(d)
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act")
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP No. 84612H106
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Page 2
of 6 pages
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1
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Names of Reporting Persons
Sheldon T. Fleck
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2
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Check the Appropriate Box if a Member of a Group
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(a) [_]
(b) [_]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization
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USA
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Number of
Shared
Beneficially
Owned by
Each
Reporting
Person
With
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5
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Sole Voting Power
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147,949
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6
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Shared Voting Power
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6,666
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7
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Sole Dispositive Power
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147,949
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8
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Shared Dispositive Power
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6,666
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
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154,615
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares
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[_]
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11
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Percent of Class Represented by Amount in Row (9)
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4.8%
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12
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Type of Reporting Person
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IN
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CUSIP No. 84612H106
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Page 3
of 6 pages
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Item 1(a)
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Name of Issuer:
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Sow Good Inc.
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Item 1(b)
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Address of Issuer's Principal Executive Offices:
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1440 North Union Bower Rd, Irving, TX 75061
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Item 2(a)
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Name of Person Filing:
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Sheldon T. Fleck
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Item 2(b)
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Address of Principal Business Office or, if none, Residence:
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4611 Browndale Avenue, Edina, MN 55424
USA
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Item 2(d)
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Title of Class of Securities:
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Common Stock
84612H106
CUSIP No. 84612H106
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Page 4
of 6 pages
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Item 3.
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If this statement is filed pursuant to § § 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is
a(n):
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(a) [_] Broker or dealer registered
under section 15 of the Act (15 U.S.C. 78o);
(b) [_] Bank as defined in
section 3(a)(6) of the Act (15 U.S.C. 78c);
(c) [_] Insurance company as
defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d) [_] Investment company
registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e) [_] Investment adviser
in accordance with § 240.13d-1(b)(1)(ii)(E);
(f) [_] Employee benefit plan
or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g) [_] Parent holding company
or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h) [_] Savings associations
as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [_] Church plan that is
excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) [_] A non-U.S. institution
in accordance with § 240.13d-1(b)(1)(ii)(J);
(k) [_] Group, in accordance
with § 240.13d-1(b)(1)(ii)(K).
If filing as a non-U.S. institution
in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution: ____
(a) Amount
beneficially owned: 154,615
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14,361 shares of Common Stock reported are held by the reporting person individually.
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133,338 shares of Common Stock reported are held in
the reporting person’s individual retirement account, over which shares of Common Stock the reporting person has the sole
voting and dispositive power.
250 shares of Common Stock reported are issuable pursuant
to warrants held by the reporting person’s individual retirement account exercisable within sixty days of the acquisition
date.
1,666 shares of Common Stock reported are held by
the reporting person’s spouse, over which the reporting person shares voting and dispositive power.
5,000 shares of Common Stock reported are held by
the individual retirement account of the reporting person’s spouse, over which the reporting person shares voting and dispositive
power.
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(b) Percent
of class:
4.8%
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(c) Number of shares as to which the person has:
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(i) sole
power to vote or to direct the vote: 147,949
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(ii) shared
power to vote or to direct the vote: 6,666
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(iii) sole
power to dispose or to direct the disposition of: 147,949
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(iv) shared
power to dispose or to direct the disposition of: 6,666
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CUSIP No. 84612H106
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Page 5
of 6 pages
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Item 5.
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Ownership of Five Percent or Less of a Class
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If this statement is being filed
to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent
of the class of securities, check the following. [ X ]
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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Not Applicable
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
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Not Applicable
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Item 8.
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Identification and Classification of Members of the Group
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Not Applicable
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Item 9.
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Notice of Dissolution of Group
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Not Applicable
By signing below I certify that, to the
best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination
under §240.14a-11.
[Signature Page Follows]
CUSIP No. 84612H106
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Page 6
of 6 pages
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SIGNATURES
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: January
29, 2021
/s/ Stanley A. Javorski, Power of Attorney
Stanley A. Javorski, Power of Attorney