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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 08/18/2011 |
3. Issuer Name and Ticker or Trading Symbol
BIOLARGO, INC. [ BLGO ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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 | 86,225 | I | Title in the securities held by a corporation wholly owned by Reporting Person. |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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 | ||||
Convertible Promissory Note | 03/31/2009 | 10/15/2011(1) | Common Stock | 400,000(2) | $0.5 | I | Title in the securities held by a corporation wholly owned by Reporting Person. |
Warrant to Purchase Common Stock | 03/31/2009 | 10/15/2011 | Common Stock | 400,000 | $1 | I | Title in the securities held by a corporation wholly owned by Reporting Person. |
Option to Purchase Common Stock | 08/18/2012(3) | 08/18/2021 | Common Stock | 8,334 | $0.35 | D |
Explanation of Responses: |
1. The Reporting Person, through a corporation wholly owned by Reporting Person, purchased a convertible promissory note from the Issuer pursuant to its Fall 2008 private securities offering. The note matures on October 15, 2011, and may be converted at that time into common stock by the Issuer, or at any time by the Reporting Person. |
2. The principal amount of hte convertible promissory note is convertible into 400,000 shares of the Issuer's common stock at a conversion rate of $0.50 per share. In addition to the principal, the note accrues interest at a annual rate of 10%, and allows the Issuer, at its option, to pay the accrued interest in cash or in common stock. The number of shares indicated in this Form 3, 400,000, includes only the shares issuable upon conversion of the principal, and does not include shares issuable should the Issuer choose to pay interest by converting to common stock. |
3. This Option to Purchase Common Stock was issued to the Reporting Person automatically on August 18, 2011, pursuant to the terms of the Issuer's 2007 Equity Incentive Plan, upon being elected as an non-employee Director of the Issuer. |
Kent Charles Roberts II | 08/23/2011 | |
** 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. |