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*
Lazarus Management Co LLC

(Last) (First) (Middle)
3200 CHERRY CREEK SOUTH DRIVE
SUITE 670

(Street)
DENVER CO 80209

(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)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/11/2015
4. 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 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)
Code V Amount (A) or (D) Price
Common Stock 12/11/2015 X 5,600,000 A $0.25 13,659,962 I See Footnotes (3) (4)
Common Stock 12/11/2015 S (1) 1,386,139 D $1.01 12,273,823 I See Footnotes (3) (4)
Common Stock 12/11/2015 X 200,000 A $0.25 12,473,823 I See Footnotes (3) (4)
Common Stock 12/11/2015 S (2) 49,505 D $1.01 12,424,318 I See Footnotes (3) (4)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant (right to buy) $0.25 12/11/2015 X 5,600,000 09/18/2013 07/26/2016 Common Stock 5,600,000 $0.00 0 I See Footnotes (3) (4)
Warrant (right to buy) $0.25 12/11/2015 X 200,000 09/18/2013 08/05/2016 Common Stock 200,000 $0.00 0 I See Footnotes (3) (4)
1. Name and Address of Reporting Person*
Lazarus Management Co LLC

(Last) (First) (Middle)
3200 CHERRY CREEK SOUTH DRIVE
SUITE 670

(Street)
DENVER CO 80209

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BORUS JUSTIN B

(Last) (First) (Middle)
3200 CHERRY CREEK SOUTH DRIVE
SUITE 670

(Street)
DENVER CO 80209

(City) (State) (Zip)
1. Name and Address of Reporting Person*
LAZARUS INVESTMENT PARTNERS LLLP

(Last) (First) (Middle)
3200 CHERRY CREEK SOUTH DRIVE
SUITE 670

(Street)
DENVER CO 80209

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Lazarus Macro Micro Partners LLLP

(Last) (First) (Middle)
3200 CHERRY CREEK SOUTH DRIVE
SUITE 670

(Street)
DENVER CO 80209

(City) (State) (Zip)
Explanation of Responses:
1. The 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.
2. The 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.
3. This 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.
4. Each 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.
Remarks:
Lazarus Management Company LLC By: /s/ Justin B. Borus, Manager 12/15/2015
Lazarus Investment Partners LLLP By: Lazarus Management Company LLC, its general partner By: /s/ Justin B. Borus, Manager 12/15/2015
Lazarus Macro Micro Partners LLLP By: Lazarus Management Company LLC, its general partner by: /s/ Justin B. Borus, Manager 12/15/2015
/s/ Justin B. Borus 12/15/2015
** 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).
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