Sec Form 4 Filing - Alimco Financial Corp @ Kaspien Holdings Inc. - 2021-02-11

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 Alimco Financial Corp 2. Issuer Name and Ticker or Trading Symbol Kaspien Holdings Inc. [ KSPN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) X __ Other (specify below) Member of 10% owner group (Last) (First) (Middle) 2336 SE OCEAN BLVD, SUITE 400 3. Date of Earliest Transaction (MM/DD/YY) 02/11/2021 (Street) STUART, FL34996 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 02/11/2021 M 127,208 A 152,893 I By Alimco Re Ltd. Common Stock 02/11/2021 F( 2 ) 39 D 152,854 I By Alimco Re Ltd.

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 for Common Stock $ 0.01( 1 ) 02/11/2021 M 1 03/30/2020 03/31/2025 Common Stock 127,208 ( 3 ) 0 I By Alimco Re Ltd. Warrant for Common Stock $ 0.01( 4 ) 03/02/2022 P 1 03/02/2022 03/02/2027 Common Stock 320,000( 4 )( 5 )( 6 ) ( 6 ) 1 I By Alimco Re Ltd.

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Alimco Financial Corp 2336 SE OCEAN BLVD SUITE 400 STUART, FL34996 X Member of 10% owner group Signatures /s/ Jonathan Marcus, Chief Executive Officer 03/07/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported transaction involved the conversion by Alimco Re Ltd. of a warrant to purchase a total of 127,208 shares of Kaspien Holdings Inc. common stock at a price equal to $0.01 per share (the "2020 Warrant"). Alimco Re Ltd. is a wholly owned subsidiary of Alimco Financial Corporation ("Alimco"). Alimco may be deemed to have voting and dispositive control over shares held by Alimco Re Ltd. Alimco disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein. ( 2 )The 2020 Warrant was exercised on a cashless basis. ( 3 )Alimco Re Ltd. acquired the 2020 Warrant in connection with a $2,718,000 secured term loan made on March 30, 2020 by Alimco Re Ltd. to Etailz Inc., a wholly owned subsidiary of Kaspien Holdings Inc. ( 4 )The reported transaction involved the acquisition by Alimco Re Ltd. of a warrant to purchase a total of 320,000 shares of Kaspien Holdings Inc. common stock at a price equal to $0.01 per share (the "2022 Warrant"). ( 5 )Alimco disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein. This filing shall not be deemed an admission that Alimco is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the beneficial owner of any equity securities covered by this filing. ( 6 )Alimco Re Ltd. acquired the 2022 Warrant in connection with a $5,000,000 secured term loan made on March 2, 2022 by Alimco Re Ltd. to Kaspien Inc., a subsidiary of Kaspien Holdings Inc.

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).

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