Sec Form 3 Filing - Chang Raymond Nobu @ Agrify Corp - 2021-01-27

FORM 3 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Chang Raymond Nobu 2. Issuer Name and Ticker or Trading Symbol Agrify Corp [ AGFY] 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 & Chairman of the BOD (Last) (First) (Middle) 101 MIDDLESEX TURNPIKE, SUITE 6, PMB 326 3. Date of Earliest Transaction (MM/DD/YY) 01/27/2021 (Street) BURLINGTON, MA01803 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 471,727 I By RTC3 2020 Irrevocable Family Trust ( 1 ) Common Stock 129,548 I By NXT3J Capital, 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 Options $ 2.28 ( 3 ) 05/06/2030 Common Stock 337,715 D Options $ 2.28 ( 4 ) 07/20/2030 Common Stock 14,267 D Options $ 4.86 ( 5 ) 10/19/2030 Common Stock 264,823 D Warrants $ 0.02 09/18/2020 09/18/2025 Common Stock 126,438 I By RTC3 2020 Irrevocable Family Trust Options $ 2.28 ( 6 ) 05/06/2030 Common Stock 21,712 I By Raymond Chang, Jr. ( 6 ) Options $ 4.86 ( 7 ) 10/19/2030 Common Stock 18,878 I By Raymond Chang, Jr. ( 7 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Chang Raymond Nobu 101 MIDDLESEX TURNPIKE, SUITE 6, PMB 326 BURLINGTON, MA01803 X X CEO & Chairman of the BOD Signatures /s/ Raymond Chang 01/27/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 129,548 shares of common stock issuable upon the automatic conversion of a convertible promissory note immediately prior to the consummation of an initial public offering held by RTC3 2020 Irrevocable Family Trust, of which Mr. Chang retains the authority to remove the independent trustee, and may be deemed to be indirectly beneficially owned by Mr. Chang. Mr. Chang disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that such person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. ( 2 )Represents shares of common stock issuable upon the automatic conversion of a convertible promissory note immediately prior to the consummation of an initial public offering held by NXT3J Capital, LLC, an entity controlled by Mr. Chang, and may be deemed to be indirectly beneficially owned by Mr. Chang. Mr. Chang disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that such person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. ( 3 )90,719 of the options were fully vested on the grant date and the remaining stock options vest monthly over 24 to 48 months, and 153,223 shares are subject to accelerated vesting in the event of a change of control transaction or initial public offering. ( 4 )25% of the options will vest on 7/20/21 and the balance vests in 36 equal monthly installments thereafter. This option grant provides for accelerated vesting in the event of a change of control transaction or an initial public offering under which 50% of such options (assuming none have previously vested) will vest immediately prior to such event. ( 5 )25% of the options will vest on 10/19/21 and the balance vests in 36 equal monthly installments thereafter. This option grant provides for accelerated vesting in the event of a change of control transaction or an initial public offering under which 50% of such options (assuming none have previously vested) will vest immediately prior to such event. ( 6 )Represents securities held by Raymond Chang, Jr., Mr. Chang's son. 8,444 of the options were fully vested on the grant date and the remaining stock options vest monthly over 24 to 48 months, and 9,918 shares are subject to accelerated vesting in the event of a change of control transaction or initial public offering. ( 7 )Represents securities held by Raymond Chang, Jr., Mr. Chang's son. 25% of the options will vest on 10/19/21 and the balance vests in 36 equal monthly installments thereafter. This option grant provides for accelerated vesting in the event of a change of control transaction or an initial public offering under which 50% of such options (assuming none have previously vested) will vest immediately prior to such event.

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.