Sec Form 4 Filing - Goldfarb Ira @ Sow Good Inc. - 2024-04-15

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Goldfarb Ira 2. Issuer Name and Ticker or Trading Symbol Sow Good Inc. [ SOWG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Chairman (Last) (First) (Middle) 1440 NORTH UNION BOWER ROAD 3. Date of Earliest Transaction (MM/DD/YY) 04/15/2024 (Street) IRVING, TX75061 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Common Stock 04/15/2024 M 25,000 A $ 2.35 334,357 ( 1 ) D Common Stock 04/15/2024 M 225,000 A $ 2.21 559,357 ( 1 ) D Common Stock 04/15/2024 M 500,000 A $ 2.35 557,646 I By Trust ( 2 ) Common Stock 04/15/2024 M 125,000 A $ 2.6 682,646 I By Trust ( 2 ) Common Stock 04/15/2024 M 125,000 A $ 2.6 807,646 I By Trust ( 2 ) Common Stock 04/15/2024 M 62,500 A $ 2.6 870,146 I By Trust ( 2 ) Common Stock 04/15/2024 M 187,500 A $ 2.5 1,057,646 I By Trust ( 2 ) Common Stock 04/15/2024 M 25,000 A $ 2.35 25,000 I By IG Union Bower, LLC ( 3 ) Common Stock 1,620,973 I By S-FDF, LLC ( 4 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Warrant (Right to Buy) $ 2.21 04/15/2024 M 225,000 12/31/2021 12/31/2031 Common Stock 225,000 $ 0 ( 5 ) 0 D ( 6 ) Warrant (Right to Buy) $ 2.35 04/15/2024 M 25,000 04/08/2022 04/08/2032 Common Stock 25,000 $ 0 ( 7 ) 0 D ( 6 ) Warrant (Right to Buy) $ 2.35 04/15/2024 M 500,000 04/08/2022 04/08/2032 Common Stock 500,000 $ 0 ( 7 ) 0 I By Trust ( 8 ) Warrant (Right to Buy) $ 2.35 04/15/2024 M 25,000 04/08/2022 04/08/2032 Common Stock 25,000 $ 0 ( 7 ) 0 I By IG Union Bower, LLC ( 9 ) Warrant (Right to Buy) $ 2.6 04/15/2024 M 125,000 08/23/2022 08/23/2032 Common Stock 125,000 $ 0 ( 10 ) 0 I By Trust ( 8 ) Warrant (Right to Buy) $ 2.6 04/15/2024 M 125,000 08/23/2022 08/23/2032 Common Stock 125,000 $ 0 ( 10 ) 0 I By Trust ( 8 ) Warrant (Right to Buy) $ 2.6 04/15/2024 M 62,500 08/23/2022 08/23/2032 Common Stock 62,500 $ 0 ( 10 ) 0 I By Trust ( 8 ) Warrant (Right to Buy) $ 2.5 04/15/2024 M 187,500 04/25/2023 04/25/2033 Common Stock 187,500 $ 0 ( 10 ) 0 I By Trust ( 8 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Goldfarb Ira 1440 NORTH UNION BOWER ROAD IRVING, TX75061 X X Executive Chairman Signatures /s/ Ira Goldfarb 04/17/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Mr. Goldfarb owns 449,143 shares held as joint tenants with right of survivorship with Mr. Goldfarb's spouse, Claudia Goldfarb. ( 2 )Shares held by the Ira Goldfarb Irrevocable Trust for which Mr. Goldfarb is a trustee and holds a pecuniary interest, and shares held by Ira Goldfarb 2021 Declaration of Trust f/b/o Brett Steven Goldfarb, Ira Goldfarb 2021 Declaration of Trust f/b/o Alexandria Lexie Gutierrez and Ira Goldfarb 2021 Declaration of Trust f/b/o Ava Lauren Gutierrez, for which Mr. Goldfarb is a trustee. ( 3 )Shares held by IG Union Bower, LLC of which Mr. Ira Goldfarb is the sole member. ( 4 )Shares held by S-FDF, LLC over which Mr. Goldfarb and his spouse Claudia Goldfarb (who is also a director, officer and indirect 10% beneficial owner, by virtue of S-FDF's holdings, of the issuer) share control and pecuniary interest. ( 5 )Warrants issued in connection with issuer's private placement of 8% promissory notes at a ratio of 15,000 warrants per $100,000 purchase of in promissory notes. ( 6 )Warrants purchased as joint tenants with Mr. Goldfarb's spouse, Claudia Goldfarb, who is also a reporting person, and over which they share control and pecuniary interest. ( 7 )Warrants issued in connection with issuer's private placement of 6% promissory notes at a ratio of 25,000 warrants per $100,000 purchase of in promissory notes. ( 8 )Warrants purchased by the Ira Goldfarb Irrevocable Trust of which Mr. Ira Goldfarb is the trustee and holds a pecuniary interest. ( 9 )Warrants purchased by the IG Union Bower, LLC of which Mr. Ira Goldfarb is the sole member. ( 10 )Warrants issued in connection with issuer's private placement of 8% promissory notes at a ratio of 25,000 warrants per $100,000 purchase of in promissory notes.

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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