Statement of Changes in Beneficial Ownership (4)
January 22 2021 - 3:32PM
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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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
*
Galletti Salvatore |
2. Issuer Name and Ticker or Trading Symbol
Tattooed Chef, Inc.
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TTCF
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President and CEO |
(Last)
(First)
(Middle)
6305 ALONDRA BLVD. |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/20/2021 |
(Street)
PARAMOUNT, CA 90723
(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 | 1/20/2021 | | J(1) | | 69532 | D | $10 | 31980460 | D | |
Common Stock | 1/20/2021 | | J(2) | | 1419 | D | $10 | 652562 | I | See footnote (2) |
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) | Forfeiture of shares by Mr. Galletti pursuant to working capital adjustment provisions in that certain Agreement and Plan of Merger, dated as of June 11, 2020, by and among Forum Merger II Corporation ("Forum") (upon consummation of the business combination, the surviving "Issuer" as renamed "Tattooed Chef, Inc."), Sprout Merger Sub, Inc., a wholly owned subsidiary of Forum, Myjojo, Inc., a Delaware corporation ("Ittella Parent"), and Salvatore Galletti, in his capacity as the holder representative, as amended ("Merger Agreement") in a transaction exempt under Rule 16b-3. |
(2) | Forfeiture of shares by Project Lily, LLC ("Project Lily") pursuant to working capital adjustment provisions in the Merger Agreement in a transaction exempt under Rule 16b-3. Project Lily is owned 52% by The Salvatore And Josan Galletti Revocable Family Trust, Dated March 30, 2005, 24% by Mr. Galletti's daughter, Sarah Galletti, and 24% by his son, Abel Galletti. Salvatore Galletti has sole voting and investment power over the shares held by Project Lily. Mr. Galletti and Josan Galletti each have voting and investment power of any assets held by their trust. Each of Salvatore Galletti and Josan Galletti disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest each may have therein, directly or indirectly. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Galletti Salvatore 6305 ALONDRA BLVD. PARAMOUNT, CA 90723 | X | X | President and CEO |
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Signatures
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/s/ Charles F. Cargile as attorney-in-fact for Salvatore Galletti | | 1/22/2021 |
**Signature of Reporting Person | Date |
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