Kanen David Form 3 Real Good Food / David Kanen ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Kanen David

(Last)

(First)

(Middle)

6429 NW 65TH WAY

(Street)

PARKLAND

33067

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/12/2023

3. Issuer Name and Ticker or Trading Symbol
Real Good Food Company, Inc. [ RGF ]

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock, par value $0.0001 ("Common Stock")	0	D
Common Stock	1,164,020	I	Philotimo Fund, LP⁽¹⁾⁽²⁾
Common Stock	307,680	I	Philotimo Focused Growth and Income Fund⁽¹⁾⁽²⁾
Common Stock	10,000	I	Kanen Wealth Management, LLC⁽¹⁾⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

1. Name and Address of Reporting Person^*

Kanen David

(Last)

(First)

(Middle)

6429 NW 65TH WAY

(Street)

PARKLAND

33067

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Kanen Wealth Management LLC

(Last)

(First)

(Middle)

5850 CORAL RIDGE DRIVE

SUITE 309

(Street)

CORAL SPRINGS

33076

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Philotimo Fund, LP

(Last)

(First)

(Middle)

5850 CORAL RIDGE DRIVE, SUITE 309

(Street)

CORAL SPRINGS

33076

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Philotimo Focused Growth & Income Fund

(Last)

(First)

(Middle)

5850 CORAL RIDGE DRIVE, SUITE 309

(Street)

CORAL SPRINGS

33076

(City)

(State)

(Zip)

Explanation of Responses:

1. This Form 3 is filed jointly by David Kanen, Kanen Wealth Management, LLC ("KWM"), Philotimo Fund, LP, and Philotimo Focused Growth and Income Fund (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a group that may be deemed to have collectively beneficially own more than 10% of the Issuer's outstanding shares of Common Stock. The filing of this Form 3 shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer he or it does not directly own.

2. Mr. Kanen beneficially owns, pursuant to the beneficial ownership rules of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), 1,481,700 shares of Common Stock, which represent approximately 12.9% of the Issuer's outstanding shares of Common Stock. Pursuant to such beneficial ownership rules, Mr. Kanen, as the managing member of KWM, may be deemed to beneficially own the: the 10,000 shares of Common Stock held in customer accounts managed by KWM; the 1,164,020 shares of Common Stock held by Philotimo Fund, LP, of which KWM is the general partner; and the 307,680 shares of Common Stock held by Philotimo Focused Growth and Income Fund managed by KWM . Mr. Kanen expressly disclaims such beneficial ownership except to the extent of his pecuniary interest therein. Mr. Kanen does not have a pecuniary interest under Section 16 of the Exchange Act in the shares of Common Stock held in customer accounts managed by KWM.

	/s/ David Kanen	10/26/2023
	** 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 5 (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.

Kanen David Form 3Real Good Food / David Kanen ownership change