Safe & Green (SGBX) Form 4 SG BLOCKS / Sean M McAvoy ownership change

SEC Form 4

FORM 4

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
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).

1. Name and Address of Reporting Person^*

Hillair Capital Investments LP

(Last) (First) (Middle)

C/O HILLAIR CAPITAL MANAGEMENT LLC

345 LORTON AVENUE, SUITE 303

(Street)

BURLINGAME CA 94010

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SG BLOCKS, INC. [ SGBX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/31/2019

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

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

	Form filed by One Reporting Person
X	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 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	01/31/2019		S		100	D	$3.02	434,397	D(2)
Common Stock	02/01/2019		S		26,399	D	$3.01(1)	407,998	D(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 (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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Hillair Capital Investments LP

(Last) (First) (Middle)

C/O HILLAIR CAPITAL MANAGEMENT LLC

345 LORTON AVENUE, SUITE 303

(Street)

BURLINGAME CA 94010

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Hillair Capital Management LLC

(Last) (First) (Middle)

C/O HILLAIR CAPITAL MANAGEMENT LLC

345 LORTON AVENUE, SUITE 303

(Street)

BURLINGAME CA 94010

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

McAvoy Sean M

(Last) (First) (Middle)

C/O HILLAIR CAPITAL MANAGEMENT LLC

345 LORTON AVENUE, SUITE 303

(Street)

BURLINGAME CA 94010

(City) (State) (Zip)

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.00 to $3.06, inclusive. The reporting person undertakes to provide to the registrant, any security holder of the registrant, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.

2. The securities reported herein are owned directly by Hillair Capital Investments L.P., a Cayman Islands limited partnership ("Hillair Investments"), and indirectly by Hillair Capital Management LLC ("Hillair Management"), as the investment advisor of Hillair Investments, and Sean M. McAvoy ("Mr. McAvoy"), as the manager of Hillair Management. Hillair Management and Mr. McAvoy disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.

	Hillair Capital Investments L.P. /s/ Sean M. McAvoy, Authorized Signatory	02/04/2019
	Hillair Capital Management LLC /s/ Sean M. McAvoy, Authorized Signatory	02/04/2019
	/s/ Sean M. McAvoy	02/04/2019
	** 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).
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