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Joseph M. Cugine

Filed: 11 May 21, 2:05pm
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).
1. Name and Address of Reporting Person*
Cugine Joseph M.

(Last) (First) (Middle)
100 EAST RIDGE ROAD

(Street)
RIDGEFIELD CT 06877

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BARFRESH FOOD GROUP INC. [ BRFH ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/16/2015
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)
Code V Amount (A) or (D) Price
Common Stock 12/21/2016 A 500,000 A (1) 1,329,414 D
Common Stock 05/21/2018 A 500,000 A (1) 1,829,414 D
Common Stock 12/03/2018 A 23,275 A (2) 1,852,689 D
Common Stock 03/10/2020 P 10,000 A $0.6 1,862,689 D
Common Stock 03/23/2020 J 125,228 A (3) 1,987,917 D
Common Stock 09/28/2020 J 53,669 A (4) 2,041,586 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock options $0.5 04/16/2015 A 600,000 (5) 05/01/2023 Common Stock 600,000 (5) 600,000 D
Stock options $0.72 11/25/2016 A 83,791 (5) 11/25/2024 Common Stock 83,791 (5) 83,791 D
Stock options $0.52 07/26/2018 A 250,000 (5) 07/26/2026 Common Stock 250,000 (5) 250,000 D
Stock options $0.42 05/07/2021 A 74,405 05/17/2021 05/07/2029 Common Stock 74,405 (6) 74,405 D
L Warrant M2 $0.6 11/30/2018 P 6,720 11/30/2018 11/30/2021 Common Stock 6,720 (7) 6,720 D
M Warrant $0.7 03/30/2019 A 273,798 03/30/2019 03/29/2028 Common Stock 273,798 (8) 273,798 D
O Warrant $0.6 03/23/2020 J 62,614 03/23/2020 03/23/2023 Common Stock 62,614 (3) 62,614 D
O Warrant $0.6 09/28/2020 J 26,835 09/28/2020 09/28/2023 Common Stock 26,835 (4) 26,835 D
Stock options $0.61 05/27/2017 05/27/2024 Common Stock 250,000 250,000 D
Stock options $0.55 09/15/2017 09/15/2025 Common Stock 250,000 250,000 D
J Warrant $0.75 09/28/2016 09/27/2021 Common Stock 39,063 39,063 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.
/s/ Joseph M. Cusine 05/11/2021
** 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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