SEC Form 4 · accession 0001140361-15-044635

BARFRESH FOOD GROUP INC. · BRFH

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owners

LAZARUS INVESTMENT PARTNERS LLLP

10% Owner

Justin B Borus

10% Owner

Lazarus Management Co LLC

10% Owner

Lazarus Macro Micro Partners LLLP

10% Owner

Period of report

Dec 11, 2015

Accepted (ET)

Dec 15, 2015 · 5:08 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001487197

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F3,F4	Dec 11, 2015	X	5,600,000	$0.25	A	13,659,962	I	See Footnotes
Common Stock^F3,F4	Dec 11, 2015	S	1,386,139	$1.01	D	12,273,823	I	See Footnotes
Common Stock^F3,F4	Dec 11, 2015	X	200,000	$0.25	A	12,473,823	I	See Footnotes
Common Stock^F3,F4	Dec 11, 2015	S	49,505	$1.01	D	12,424,318	I	See Footnotes

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Warrant (right to buy)^F3,F4	$0.25	Dec 11, 2015	X	5,600,000	D	Sep 18, 2013	Jul 26, 2016	Common Stock	5,600,000	0	I
Warrant (right to buy)^F3,F4	$0.25	Dec 11, 2015	X	200,000	D	Sep 18, 2013	Aug 5, 2016	Common Stock	200,000	0	I

Explanation of responses

F1The reporting person exercised a warrant to purchase 5,600,000 shares of the Issuer's common stock for $0.25 a share. The reporting person paid the exercise price on a cashless basis, resulting in the Issuer withholding 1,386,139 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 4,213,861 shares. As set forth in this Form 4, the payment of the exercise price for the warrants on a cashless basis, resulting in withholding of shares of common stock, is deemed a sale for Section 16 reporting purposes, however, the reporting person has not otherwise engaged in any sale transaction.
F2The reporting person exercised a warrant to purchase 200,000 shares of the Issuer's common stock for $0.25 a share. The reporting person paid the exercise price on a cashless basis, resulting in the Issuer withholding 49,505 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 150,495 shares. As set forth in this Form 4, the payment of the exercise price for the warrants on a cashless basis, resulting in withholding of shares of common stock, is deemed a sale for Section 16 reporting purposes, however, the reporting person has not otherwise engaged in any sale transaction.
F3This form is filed jointly by Lazarus Management Company LLC ("Lazarus Management"), Justin B. Borus, Lazarus Investment Partners LLLP ("Lazarus Partners") and Lazarus Macro Micro Partners LLLP ("Macro Micro Partners" and together with Lazarus Partners, the "Funds"). The securities reported herein are owned directly by Lazarus Partners except for 3,000 shares of common stock owned directly by Macro Micro Partners. Lazarus Management is the investment adviser and general partner of the Funds and Mr. Borus is the manager of Lazarus Management.
F4Each of Lazarus Management and Mr. Borus expressly disclaims beneficial ownership of the securities held by the Funds except to the extent of his or its pecuniary interest therein. Each of the Funds expressly disclaims beneficial ownership of the shares held by the other Fund. The filing of this Form 4 shall not be construed as an admission that either Lazarus Management or Mr. Borus, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, is the beneficial owner of any of the securities reported herein.