Integrated BioPharma (INBP) Form 5 INTEGRATED BIOPHARMA / E GERALD KAY ownership change

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

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

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

KAY E GERALD

(Last) (First) (Middle)

C/O 225 LONG AVENUE

(Street)

HILLSIDE NJ 07205

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
INTEGRATED BIOPHARMA INC [ INBP ]

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 & President

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
06/30/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Stock	03/20/2023		W5	4,299,533	D	$0	0	D
Common Stock	03/20/2023		W5	853,022(1)	D	$0	0	I	As sole member of LLC or Trustee of Trusts(1)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	$0.23	03/20/2023		W5		150,000	05/24/2020(2)	03/20/2024(3)	Common Stock	150,000	$0	0	D
Stock Option (right to buy)	$0.72	03/20/2023		W5		100,000(4)	11/04/2021(2)	03/20/2024(3)	Common Stock	100,000(4)	$0	0	D
Stock Option (right to buy)	$1.045	03/20/2023		W5		65,000(5)	11/03/2022(2)	03/20/2024(3)	Common Stock	65,000(5)	$0	0	D
Stock Option (right to buy)	$0.45	03/20/2023		W5		100,000(6)	11/09/2023(2)	03/20/2023(6)	Common Stock	100,000(6)	$0	0	D

Explanation of Responses:

1. Includes (i) 819,628 shares registered to the name of EGK LLC, an entity the Reporting Person was the sole member of and (ii) 16,697 shares held in each of the Riva Grantor Trust and Christina Kay Grantor Trust whereas the Reporting Person was the Trustee.

2. The option vested over three years beginning of the first year anniversary noted herein.

3. Due to the passing of the Reporting Person, the Expiration Date is one year from the date of death.

4. Includes 33,333 shares that were not vested at the time of the Reporting Person's passing.

5. Includes 43,333 shares that were not vested at the time of the Reporting Person's passing.

6. None of the Options were vested at the time of passing of the Reporting Person.

	/s/ Christina Kay	11/16/2023
	Co-Executor of the Edward Gerald Kay Estate	11/16/2023
	** Signature of Reporting Person	Date
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.
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