Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

KAY CHRISTINA

(Last)

(First)

(Middle)

C/O 225 LONG AVENUE

(Street)

HILLSIDE

07205

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
INTEGRATED BIOPHARMA INC [ INBP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Co-Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/25/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/25/2023⁽¹⁾	05/25/2023	A		3,410,512	A	$0.4⁽²⁾	3,410,512	I	As Co-Executor of the Estate of E Gerald Kay
Common Stock	09/20/2023	09/20/2023	A⁽³⁾		50,000	A	$0.09	1,273,467	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$0.23	05/25/2023⁽¹⁾	05/25/2023⁽¹⁾	A		150,000		05/24/2019⁽⁴⁾	03/20/2024	Common Stock	150,000	$0	150,000	I	As Co-Executor of the Estate of E Gerald Kay
Stock Option (right to buy)	$0.72	05/25/2023⁽¹⁾	05/25/2023⁽¹⁾	A		66,667		11/04/2021⁽⁵⁾	03/20/2024	Common Stock	66,667	$0	66,667	I	As Co-Executor of the Estate of E Gerald Kay
Stock Option (right to buy)	$1.045	05/25/2023⁽¹⁾	05/25/2023⁽¹⁾	A		21,667		11/03/2022	03/20/2024	Common Stock	21,667	$0	21,667	I	As Co-Executor of the Estate of E Gerald Kay
Stock Option (right to buy)	$0.09	09/20/2023	09/20/2023	D			50,000	06/02/2015	06/02/2025	Common Stock	50,000	$0	200,000	D

Explanation of Responses:

1. Date Ms. Kay was appointed Co-Executor of the Estate of E Gerald Kay.

2. Closing price of the Issuer's Common Stock on March 20, 2023, date of transfer into the Estate of E Gerald Kay.

3. 50,000 common stock shares acquired upon exercise of stock option grant dated June 2, 2015.

4. 25,000 vested on May 24, 2019 and in 41,667 vested each May 24, 2020 and 2021 and 41,666 vested on May 24, 2022.

5. 33,334 vested on November 4, 2021, the one year anniversary of the grant date and 33,333 vested on November 4, 2022, the second year anniversary of the grant date.

	/s/ Christina Kay	09/21/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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