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*
DARGAN CHARLES K

(Last) (First) (Middle)
18851 NE 29TH AVENUE
SUITE 700

(Street)
AVENTURA FL 3318

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
03/18/2021
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)
Code V Amount (A) or (D) Price
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
Option to purchase common stock $0.174 03/18/2021 A 300,000 03/18/2021(2) 03/18/2031 Common stock 300,000 $0(3) 3,626,500(1) D
Option to purchase common stock $0.18 05/21/2021 A 2,500 05/21/2021 05/21/2031 Common stock 2,500 $0(4) 3,629,000 D
Option to purchase common stock $0.18 05/21/2021 A 30,000 05/21/2021 05/21/2031 Common stock 30,000 $0(5) 3,659,000 D
Explanation of Responses:
1. This amount reflects, in addition to the reported option grant, the expiration, during the first quarter of 2021, of options to purchase an an aggregate 130,000 shares of common stock.
2. The Option is exercisable according to its vesting schedule: (i) 25,000 shares vested as of March 18, 2021, and then (ii) in equal monthly installments of 25,000 shares beginning April 18, 2021, so long as the Engagement Extension Agreement dated March 18, 2021, between Reporting Owner and Issuer, remains in force and effect.
3. This Option was issued to the Reporting Person as compensation to serve as Issuer's Chief Financial Officer from January 31, 2021, through January 31, 2022.
4. This Option was granted to Reporting Person to replace an option to purchase 10,000 shares that had been issued approximately 10 years ago to compensate Reporting Person for services to the Issuer and had recently expired unexercised due to a discrepancy between the original exercise price and current Issuer stock price, pursuant to plan adopted by the Issuer's Compensation Committee.
5. This Option was granted to Reporting Person to replace an option to purchase 120,000 shares that had been issued approximately 10 years ago to compensate Reporting Person for services to the Issuer and had recently expired unexercised due to a discrepancy between the original exercise price and current Issuer stock price, pursuant to plan adopted by the Issuer's Compensation Committee.
Remarks:
The option issued to Reporting Person on March 18, 2021, reported herein on line one of Table II, was issued as compensation for service as Issuer's Chief Financial Officer, and was reported by Issuer on Form 8-K filed with the SEC on March 19, 2021.
/s/ John R. Browning, Attorney-in-fact 05/24/2021
** 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 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.