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

Insider filing report for Changes in Beneficial Ownership
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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 Claudia
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)
CEO
(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 $ 2.35 310,990 ( 1 ) D
Common Stock 04/15/2024 M 225,000 A $ 2.21 535,990 ( 1 ) D
Common Stock 1,620,973 I By S-FDF, LLC ( 2 )
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 ( 3 ) 0 D ( 4 )
Warrant (Right to Buy) $ 2.35 04/15/2024 M 25,000 04/08/2022 04/08/2032 Common Stock 25,000 $ 0 ( 5 ) 0 D ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Goldfarb Claudia
1440 NORTH UNION BOWER ROAD
IRVING, TX75061
X X CEO
Signatures
/s/ Claudia Goldfarb 04/17/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Mrs. Goldfarb owns 449,143 shares held as joint tenants with right of survivorship with Mrs. Goldfarb's spouse, Ira Goldfarb, who is also a reporting person, and over which they share control and pecuniary interest.
( 2 )Shares held by S-FDF, LLC over which Mrs. Goldfarb and her spouse Ira Goldfarb (who is also a director, officer and indirect 10% beneficial owner of the issuer) share control and pecuniary interest.
( 3 )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.
( 4 )Warrants purchased as joint tenants with Mrs. Goldfarb's spouse, Ira Goldfarb, who is also a reporting person, and over which they share control and pecuniary interest.
( 5 )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.

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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