SEC Form 4 · accession 0001140361-17-047025
BARFRESH FOOD GROUP INC. · BRFH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Ibex Microcap Fund LLLP
10% Owner
Justin B Borus
10% Owner
Ibex Investors LLC
10% Owner
Lazarus Macro Micro Partners LLLP
10% Owner
Period of report
Dec 19, 2017
Accepted (ET)
Dec 21, 2017 · 5:19 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 StockF2,F3 | Dec 19, 2017 | X | 579,897 | $0.485 | A | 13,004,215 | I | See Footnotes |
| Common StockF2,F3 | Dec 19, 2017 | S | 491,782 | $0.5719 | D | 12,512,433 | 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)F2,F3 | $0.485 | Dec 19, 2017 | X | 579,897 | D | Dec 23, 2014 | Dec 20, 2017 | Common Stock | 579,897 | 0 | I |
Explanation of responses
- F1The reporting person exercised a warrant to purchase 579,897 shares of the Issuer's common stock for $0.485 a share. The reporting person paid the exercise price on a cashless basis, resulting in the Issuer withholding 491,782 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 88,115 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.
- F2This form is filed jointly by Ibex Investors LLC ("Ibex"), Justin B. Borus, Ibex Microcap Fund LLLP ("Ibex Microcap") and Lazarus Macro Micro Partners LLLP ("Macro Micro Partners" and together with Ibex Microcap, the "Funds"). The securities reported herein are owned directly by Ibex Microcap except for 3,000 shares of common stock owned directly by Macro Micro Partners. Ibex is the investment adviser and general partner of the Funds and Mr. Borus is the manager of Ibex.
- F3Each of Ibex 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 Ibex 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.