Statement of Changes in Beneficial Ownership (4)
May 11 2021 - 2:06PM
Edgar (US Regulatory)
FORM 4
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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
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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
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Cugine Joseph M. |
2. Issuer Name and Ticker or Trading Symbol
BARFRESH FOOD GROUP INC.
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BRFH
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
100 EAST RIDGE ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/16/2015 |
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(Street)
RIDGEFIELD, CT 06877
(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
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 12/21/2016 | | A | | 500000 | A | (1) | 1329414 | D | |
| Common Stock | 5/21/2018 | | A | | 500000 | A | (1) | 1829414 | D | |
| Common Stock | 12/3/2018 | | A | | 23275 | A | (2) | 1852689 | D | |
| Common Stock | 3/10/2020 | | P | | 10000 | A | $0.60 | 1862689 | D | |
| Common Stock | 3/23/2020 | | J | | 125228 | A | (3) | 1987917 | D | |
| Common Stock | 9/28/2020 | | J | | 53669 | A | (4) | 2041586 | D | |
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 |
| Stock options | $0.50 | 4/16/2015 | | A | | 600000 | | (5) | 5/1/2023 | Common Stock | 600000 | (5) | 600000 | D | |
| Stock options | $0.72 | 11/25/2016 | | A | | 83791 | | (5) | 11/25/2024 | Common Stock | 83791 | (5) | 83791 | D | |
| Stock options | $0.52 | 7/26/2018 | | A | | 250000 | | (5) | 7/26/2026 | Common Stock | 250000 | (5) | 250000 | D | |
| Stock options | $0.42 | 5/7/2021 | | A | | 74405 | | 5/17/2021 | 5/7/2029 | Common Stock | 74405 | (6) | 74405 | D | |
| L Warrant M2 | $0.60 | 11/30/2018 | | P | | 6720 | | 11/30/2018 | 11/30/2021 | Common Stock | 6720 | (7) | 6720 | D | |
| M Warrant | $0.70 | 3/30/2019 | | A | | 273798 | | 3/30/2019 | 3/29/2028 | Common Stock | 273798 | (8) | 273798 | D | |
| O Warrant | $0.60 | 3/23/2020 | | J | | 62614 | | 3/23/2020 | 3/23/2023 | Common Stock | 62614 | (3) | 62614 | D | |
| O Warrant | $0.60 | 9/28/2020 | | J | | 26835 | | 9/28/2020 | 9/28/2023 | Common Stock | 26835 | (4) | 26835 | D | |
| Stock options | $0.61 | | | | | | | 5/27/2017 | 5/27/2024 | Common Stock | 250000 | | 250000 | D | |
| Stock options | $0.55 | | | | | | | 9/15/2017 | 9/15/2025 | Common Stock | 250000 | | 250000 | D | |
| J Warrant | $0.75 | | | | | | | 9/28/2016 | 9/27/2021 | Common Stock | 39063 | | 39063 | D | |
| Explanation of Responses: |
| (1) | Represents vesting of restricted stock award granted on May 8, 2015. |
| (2) | Represents vesting of restricted stock award granted on December 12, 2016. |
| (3) | On March 23, 2020, Mr. Cugine converted his M1/M2 convertible notes into common stock "O" Warrants were issued for participation in the conversion. |
| (4) | On September 28, 2020, Mr. Cugine received additional shares due to a price adjustment on the M1/M2 convertible note conversion, as well as additional warrants. |
| (5) | Performance options granted pursuant to executive employment agreement. Option vests in equal amounts annually over three years begining on the first anniversary of the grant date. |
| (6) | Stock option granted as non-employee director board compensation |
| (7) | On November 30, 2018, Mr. Cugine purchased a convertible and warrants, convertible and exercisable at a trailing average price between $0.88 and $0.60 per share. |
| (8) | Payment of deferred compensation. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Cugine Joseph M.
100 EAST RIDGE ROAD
RIDGEFIELD, CT 06877 | X |
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Signatures
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| /s/ Joseph M. Cusine | | 5/11/2021 |
| **Signature of Reporting Person | Date |