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^*

CALVERT DENNIS P

(Last)

(First)

(Middle)

14921 CHESTNUT ST.

(Street)

WESTMINSTER

92683

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BIOLARGO, INC. [ BLGO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
04/30/2017

4. 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 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)
Common Stock	04/30/2017		M		2,501,937⁽²⁾	A	$0.18	7,007,528⁽³⁾	D

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)
Option to Purchase Common Stock	$0.18	04/30/2017		F			3,866,630⁽⁵⁾	04/30/2007⁽⁴⁾	04/30/2017	Common Stock	2,501,937⁽⁶⁾	⁽⁸⁾	1,151,974⁽⁷⁾	D

Explanation of Responses:

2. These shares were acquired by the Reporting Person through the exercise of a stock option agreement dated April 30, 2007.

3. Includes 1,528,695 shares beneficially owned indirectly by Reporting Person through ownership of New Millennium Capital Partners LLC; includes 385,000 shares beneficially owned indirectly by Reporting person as trustee for an irrevocable special needs trust for his daughter.

4. The April 30, 2007 option agreement vested in 1/3 increments over a period of three years, and was fully vested and fully exercisable as of April 30, 2010.

5. Reporting Person exercised 3,866,630 shares of the April 30, 2007 stock option allowing for the purchase of 7,733,259 shares. The unexercised portion of the option expired April 30, 2017.

6. The number of shares issued upon exercise was calculated pursuant to a cashless exercise formula, based on the exercise price of $0.18, and the market value of the Issuer's common stock on date of exercise of $0.51 per share.

7. Includes an option to purchase 691,974 shares beneficially owned indirectly by Reporting Person through ownership of New Millennium Capital Partners LLC.

8. Pursuant to the Form 4 General Instructions, number 4(c)(iii), this item is left blank on the exercise of a derivative security.

	/s/ John R. Browning, Attorney-In-Fact	05/02/2017
	** 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).
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.