Sec Form 5 Filing - Byrne Joseph A. @ CEN BIOTECH INC - 2019-12-31

FORM 5 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 Byrne Joseph A. 2. Issuer Name and Ticker or Trading Symbol CEN BIOTECH INC [ CENBF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer* (Last) (First) (Middle) 300-3295 QUALITY WAY 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2019 (Street) WINDSOR, ONTARIO, CANADA, A6N8T 3R9 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 01/16/2019 J( 1 ) 2,000 A $ 0 1,497,265 ( 3 ) D Common Stock 02/16/2019 J( 1 ) 2,000 A $ 0 1,497,265 ( 3 ) D Common Stock 03/16/2019 J( 1 ) 2,000 A $ 0 1,497,265 ( 3 ) D Common Stock 04/16/2019 J( 1 ) 2,000 A $ 0 1,497,265 ( 3 ) D Common Stock 05/16/2019 J( 1 ) 2,000 A $ 0 1,497,265 ( 3 ) D Common Stock 06/16/2019 J( 1 ) 2,000 A $ 0 1,497,265 ( 3 ) D Common Stock 07/16/2019 J( 1 ) 2,000 A $ 0 1,497,265 ( 3 ) D Common Stock 08/16/2019 J( 1 ) 2,000 A $ 0 1,497,265 ( 3 ) D Common Stock 09/16/2019 J( 1 ) 2,000 A $ 0 1,497,265 ( 3 ) D Common Stock 10/16/2019 J( 1 ) 2,000 A $ 0 1,497,265 ( 3 ) D Common Stock 11/16/2019 J( 1 ) 2,000 A $ 0 1,497,265 ( 3 ) D Common Stock 12/16/2019 J( 1 ) 2,000 A $ 0 1,497,265 ( 3 ) D Common Stock 01/16/2019 J( 2 ) 4,000 A $ 0 1,497,265 ( 3 ) I ( 2 ) By Spouse Common Stock 02/16/2019 J( 2 ) 4,000 A $ 0 1,497,265 ( 3 ) I ( 2 ) By Spouse Common Stock 03/16/2019 J( 2 ) 4,000 A $ 0 1,497,265 ( 3 ) I ( 2 ) By Spouse Common Stock 04/16/2019 J( 2 ) 4,000 A $ 0 1,497,265 ( 3 ) I ( 2 ) By Spouse Common Stock 05/16/2019 J( 2 ) 4,000 A $ 0 1,497,265 ( 3 ) I ( 2 ) By Spouse Common Stock 06/16/2019 J( 2 ) 4,000 A $ 0 1,497,265 ( 3 ) I ( 2 ) By Spouse Common Stock 07/16/2019 J( 2 ) 4,000 A $ 0 1,497,265 ( 3 ) I ( 2 ) By Spouse Common Stock 08/16/2019 J( 2 ) 4,000 A $ 0 1,497,265 ( 3 ) I ( 2 ) By Spouse Common Stock 09/16/2019 J( 2 ) 4,000 A $ 0 1,497,265 ( 3 ) I ( 2 ) By Spouse Common Stock 10/16/2019 J( 2 ) 4,000 A $ 0 1,497,265 ( 3 ) I ( 2 ) By Spouse Common Stock 11/16/2019 J( 2 ) 4,000 A $ 0 1,497,265 ( 3 ) I ( 2 ) By Spouse Common Stock 12/16/2019 J( 2 ) 4,000 A $ 0 1,497,265 ( 3 ) I ( 2 ) By Spouse

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Byrne Joseph A. 300-3295 QUALITY WAY WINDSOR, ONTARIO, CANADA, A6N8T 3R9 X Chief Executive Officer* Signatures /s/ Joseph Byrne 04/28/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )24,000 shares of common stock of the issuer held by Joseph Byrne (the "Reporting Person") were issued as consideration for extending the maturity date of a promissory note dated January 24, 2018 and were acquired in increments of 2,000 shares on the following dates: 01/16/2019; 02/16/2019; 03/16/2019; 04/16/2019; 05/16/2019; 06/16/2019; 07/16/2019; 08/16/2019; 09/16/2019; 10/16/2019; 11/16/2019; and 12/16/2019. ( 2 )48,000 shares of common stock of the issuer were issued to the Reporting Person's spouse as consideration for extending the maturity date of a promissory note dated January 14, 2018 and were acquired in increments of 4,000 on the following dates: 01/16/2019; 02/16/2019; 03/16/2019; 04/16/2019; 05/16/2019; 06/16/2019; 07/16/2019; 08/16/2019; 09/16/2019; 10/16/2019; 11/16/2019; and 12/16/2019. ( 3 )1,401,265 shares were beneficially owned by the Reporting Person of which 76,123 shares were issuable upon conversion of a convertible note held by the Reporting Person and 96,000 shares were held by the Reporting Person's spouse at 12/31/2019.

Remarks: *The reporting person served as the Chief Executive Officer and member of the Board of the Issuer from July 2017 until November 13, 2019, when the reporting person resigned from all positions with the Issuer. The reporting person was appointed as President and a member of the Board of the Issuer effective April 19, 2021.

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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