CUSIP No. 84612H106 Page 1 of 6 pages

 

 

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 Page 2 of 6 pages

 

 

1

Names of Reporting Persons

Sheldon T. Fleck

 

2 Check the Appropriate Box if a Member of a Group

(a) [_]

(b) [_]

     
3 SEC Use Only  
     
4 Citizenship or Place of Organization USA
     

Number of

Shared

Beneficially

Owned by

Each

Reporting

Person

With

5

Sole Voting Power

 

147,949
6

Shared Voting Power

 

6,666
7

Sole Dispositive Power

 

147,949
8

Shared Dispositive Power

 

6,666
     
9 Aggregate Amount Beneficially Owned by Each Reporting Person 154,615
     
10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

[_]
11 Percent of Class Represented by Amount in Row (9) 4.8%
     
12 Type of Reporting Person IN
     

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     

 

 

CUSIP No. 84612H106 Page 3 of 6 pages

 

 

Item 1(a) Name of Issuer:

 

Sow Good Inc.

 

Item 1(b) Address of Issuer's Principal Executive Offices:

 

1440 North Union Bower Rd, Irving, TX 75061

 

Item 2(a) Name of Person Filing:

 

Sheldon T. Fleck

 

Item 2(b) Address of Principal Business Office or, if none, Residence:

 

4611 Browndale Avenue, Edina, MN 55424

 

Item 2(c) Citizenship:

 

USA

 

Item 2(d) Title of Class of Securities:

 

Common Stock

 

Item 2(e) CUSIP Number:

 

84612H106

 

 

 

     

 

 

CUSIP No. 84612H106 Page 4 of 6 pages

 

 

Item 3. 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):

 

(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: ____

 

Item 4. Ownership

 

(a)        Amount beneficially owned: 154,615

 

14,361 shares of Common Stock reported are held by the reporting person individually.

 

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.

 

(b)       Percent of class:

4.8%

 

 

 

(c)        Number of shares as to which the person has:

 

 

(i)           sole power to vote or to direct the vote: 147,949

 
   

(ii)          shared power to vote or to direct the vote: 6,666

 
   

(iii)         sole power to dispose or to direct the disposition of: 147,949

 
   

(iv)         shared power to dispose or to direct the disposition of: 6,666

 
     

 

 

 

     

 

 

CUSIP No. 84612H106 Page 5 of 6 pages

 

Item 5. Ownership of Five Percent or Less of a Class

 

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 ]

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person

 

Not Applicable

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

 

Not Applicable

 

Item 8. Identification and Classification of Members of the Group

 

Not Applicable

 

Item 9. Notice of Dissolution of Group

 

Not Applicable

 

Item 10. Certification

 

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 Page 6 of 6 pages

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     

 

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