Barfresh Food Form 4 / Coste Riccardo Delle ownership change

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^*

Delle Coste Riccardo

(Last)

(First)

(Middle)

3600 WILSHIRE BLVD,

SUITE 1720

(Street)

BEVERLY HILLS,

90010

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

3. Date of Earliest Transaction (Month/Day/Year)
03/23/2020

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	09/28/2020		J		1,755	A	⁽¹⁾	1,501,880	I	RD Capital Holdings Pty Ltd
Common Stock								6,782	I	Delle Coste Family Trust
Common Stock	03/02/2023		A		18,300	A	⁽²⁾	58,419	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	$6.79	04/27/2022		A		19,231		04/27/2023	04/27/2030	Common Stock	19,231	⁽³⁾	19,231	D
Stock option	$5.72	04/27/2021		A		19,231		04/27/2022	04/27/2029	Common Stock	19,231	⁽³⁾	19,231	D
Stock option	$4.94							04/25/2021	04/25/2028	Common Stock	19,231		19,231	D
Stock option	$5.85							05/20/2020	05/20/2027	Common Stock	19,231		19,231	D
Stock option	$6.76							07/26/2019	07/26/2026	Common Stock	19,231		19,231	D
Stock option	$9.36							04/27/2018	04/27/2025	Common Stock	19,231		19,231	D
Stock option	$7.15							09/15/2018	09/15/2025	Common Stock	19,231		19,231	D
Stock option	$9.36							11/25/2017	11/25/2024	Common Stock	9,616		9,616	D
Stock option	$7.93							05/27/2017	05/27/2024	Common Stock	19,231		19,231	D
Stock option	$8.97							04/27/2016	04/27/2023	Common Stock	19,231		19,231	D
Q Warrants	$3.51	03/31/2020		A		75,029		03/31/2020	03/30/2025	Common Stock	75,029	⁽⁶⁾	75,029	D
P Warrants	$7.8	03/23/2020		A		2,308		03/23/2020	03/23/2023	Common Stock	2,308	⁽⁴⁾	2,308	I	RD Capital Holdings Pty Ltd
O Warrants	$7.8	09/28/2020		A		878		09/28/2020	09/28/2023	Common Stock	878	⁽⁵⁾	878	I	RD Capital Holdings Pty Ltd
P Warrants	$7.8	09/28/2020		A		989		09/28/2020	09/28/2023	Common Stock	989	⁽⁵⁾	989	I	RD Capital Holdings Pty Ltd
O Warrants	$7.8							03/23/2020	03/23/2023	Common Stock	2,048		2,048	I	RD Capital Holdings Pty Ltd
M Warrants	$9.1							03/30/2019	03/30/2024	Common Stock	56,280		56,280	D

Explanation of Responses:

1. On September 28, 2020, RD Capital Holdings Pty Ltd received additional shares due to a price adjustment on the M1/M2 note conversion, as well as additional warrants.

2. Represents the settlement of performance units in stock. Issued shares are net of 7,714 withheld to cover employee tax obligations.

3. Granted pursuant to employment agreement. Options vest in equal amounts annually over three years beginning on the first anniversary of the grant date.

4. On March 23, 2020, RD Capital Holdings Pty Ltd received shares of common stock upon conversion of its convertible note and warrants for participation in the conversion.

5. On September 28, 2020, RD Capital Holdings Pty Ltd received additional shares due to a price adjustment on the convertible note conversion, as well as additional warrants.

6. Granted on March 31, 2020 in consideration of deferral of cash compensation due.

	/s/ Riccardo Delle Coste	03/06/2023
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Barfresh Food (BRFH) Form 4BARFRESH FOOD / Coste Riccardo Delle ownership change