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*
Berset Mark S

(Last) (First) (Middle)
700 CENTRAL AVE

(Street)
ST. PETERSBURG FL 33701

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/15/2021
3. Issuer Name and Ticker or Trading Symbol
BayFirst Financial Corp. [ FHBI ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 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)
X Form filed by One Reporting Person
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)
Common Stock 16,180.66 I Mark S. Berset 2012 Irrevocable Trust U/A Dated 12/13/12
Common Stock 202,586.89 D
Common Stock 48,582.86 I Linda Berset Irrevocable Trust
Common Stock 6,575.97 I Linda C. Berset Family Trust
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant 11/15/2021 12/30/2022 Common Stock 7,815 (1) I Linda Berset Irrevocable Trust
Option (Right to Buy) (2) 03/15/2029 Common Stock 3,900 $14.67 D
Option (Right to Buy) (3) 01/15/2030 Common Stock 3,900 $15.67 D
Option (Right to Buy) (4) 01/14/2031 Common Stock 3,750 $14.67 D
Option (Right to Buy) (5) 06/12/2028 Common Stock 5,400 $17.33 D
Explanation of Responses:
1. Each warrant permits its holder to purchase one and one-half shares of common stock at a purchase price of $18.00 per common share.
2. These options vest in three equal annual installments beginning one year after the 3/15/2019 date of grant.
3. These options vest in three equal annual installments beginning one year after the 1/15/2020 date of grant.
4. These options vest in three equal annual installments beginning one year after the 1/14/2021 date of grant.
5. These options vest in three equal annual installments beginning one year after the 6/12/2018 date of grant.
Remarks:
/s/ Richard Pearlman, Attorney-in-Fact 11/15/2021
** 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.