SEC FORM 4

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^*

EBRAHIMI FARHAD FRED

(Last)

(First)

(Middle)

191 UNIVERSITY BLVD, #246

(Street)

DENVER

80206

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ROYAL HAWAIIAN ORCHARDS, L.P. [ NNUTU ]

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)
09/11/2015

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Units	09/11/2015		J⁽¹⁾	V	119,609	A	⁽¹⁾	1,136,853	I	By Shiraz Capital LLC
Class A Units								3,079	D
Class A Units								9,921	I	By The Ebrahimi Family Foundation
Class A Units								48,898	I	By FF Ebrahimi IRA
Class A Units								41,523	I	By Crescent River Agriculture LLC
Class A Units	09/11/2015		J⁽¹⁾		119,609	D	⁽¹⁾	5,660,157	I	By NUT 2013 GRAT

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

EBRAHIMI FARHAD FRED

(Last)

(First)

(Middle)

191 UNIVERSITY BLVD, #246

(Street)

DENVER

80206

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

NUT 2013 GRAT

(Last)

(First)

(Middle)

C/O SEEMORGH INVESTMENTS, INC.

PO BOX 61339

(Street)

DENVER

80206

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. This statement is occasioned by the transfer of units of Royal Hawaiian Orchards, LP between NUT 2013 GRAT, a GRAT whose grantor, annuitant and trustee is Farhad Fred Ebrahimi, and Shiraz Capital LLC, a limited liability company solely owned by Farhad Fred Ebrahimi. Farhad Fred Ebrahimi remains the beneficial owner of all of the units transferred.

Remarks:

The Powers of Attorney granting Brad Nelson authority to act as attorney-in-fact for Farhad Fred Ebrahimi and Mary Wilkie Ebrahimi are filed as Exhibits 24.1 and 24.2, respectively, to this filing.

	/s/ Brad Nelson as Attorney-in-Fact for Farhad Fred Ebrahimi and Mary Wilkie Ebrahimi	09/15/2015
	/s/ Brad Nelson as Attorney-in-Fact for Farhad Fred Ebrahimi, Trustee	09/15/2015
	** 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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