Sow Good Form 4 / LYLE BERMAN 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^*

BERMAN LYLE

(Last)

(First)

(Middle)

1440 NORTH UNION BOWER RD.

(Street)

IRVING

75061

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Sow Good Inc. [ SOWG ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
04/15/2024

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	04/15/2024		M		75,000	A	$2.21	623,400	I	By Trust⁽¹⁾
Common Stock	04/15/2024		M		230,000	A	$2.35	853,400	I	By Trust⁽¹⁾
Common Stock	04/15/2024		M		62,500	A	$2.6	915,900	I	By Trust⁽¹⁾
Common Stock	04/15/2024		M		62,500	A	$2.6	978,400	I	By Trust⁽¹⁾
Common Stock	04/15/2024		M		62,500	A	$2.6	1,040,900	I	By Trust⁽¹⁾
Common Stock	04/15/2024		M		62,500	A	$2.6	1,103,400	I	By Trust⁽¹⁾
Common Stock	04/15/2024		M		62,500	A	$2.6	1,165,900	I	By Trust⁽¹⁾
Common Stock								22,254	D
Common Stock								6,750	I	By Corp.⁽²⁾

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)
Warrant (Right to Buy)	$2.21	04/15/2024		M			75,000	12/31/2021	12/31/2031	Common Stock	75,000	$0.00⁽³⁾	0	I	By Trust⁽⁴⁾
Warrant (Right to Buy)	$2.35	04/15/2024		M			230,000	04/08/2022	04/08/2032	Common Stock	230,000	$0.00⁽⁵⁾	0	I	By Trust⁽⁴⁾
Warrant (Right to Buy)	$2.6	04/15/2024		M			62,500	08/23/2022	08/23/2032	Common Stock	62,500	$0.00⁽⁶⁾	0	I	By Trust⁽⁴⁾
Warrant (Right to Buy)	$2.6	04/15/2024		M			62,500	08/23/2022	08/23/2032	Common Stock	62,500	$0.00⁽⁶⁾	0	I	By Trust⁽⁴⁾
Warrant (Right to Buy)	$2.6	04/15/2024		M			62,500	08/23/2022	08/23/2032	Common Stock	62,500	$0.00⁽⁶⁾	0	I	By Trust⁽⁴⁾
Warrant (Right to Buy)	$2.6	04/15/2024		M			62,500	08/23/2022	08/23/2032	Common Stock	62,500	$0.00⁽⁶⁾	0	I	By Trust⁽⁴⁾
Warrant (Right to Buy)	$2.6	04/15/2024		M			62,500	08/23/2022	08/23/2032	Common Stock	62,500	$0.00⁽⁶⁾	0	I	By Trust⁽⁴⁾

Explanation of Responses:

1. The shares are held in the name of The Lyle A. Berman Revocable Trust, for which Mr. Lyle Berman is a trustee, and Theresa Berman 2012 Irrevocable Trust For the Benefit of Lyle A. Berman, for which Mr. Berman holds a pecuniary interest.

2. The shares are held in the name of Berman Consulting Corporation, for which Mr. Berman holds a pecuniary interest.

3. Warrants issued in connection with issuer's private placement of 8% promissory notes at a ratio of 15,000 warrants per $100,000 purchase of in promissory notes.

4. Warrants purchased by the Lyle A. Berman Revocable Trust, for which Mr. Berman is a trustee.

5. Warrants issued in connection with issuer's private placement of 6% promissory notes at a ratio of 25,000 warrants per $100,000 purchase of in promissory notes.

6. Warrants issued in connection with issuer's private placement of 8% promissory notes at a ratio of 25,000 warrants per $100,000 purchase of in promissory notes.

	/s/ Lyle Berman	04/17/2024
	** 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.

Sow Good (SOWG) Form 4Sow Good / LYLE BERMAN ownership change