Don Nicholson Form 3 AGRIFORCE GROWING SYSTEMS / DON NICHOLSON ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

NICHOLSON DON

(Last) (First) (Middle)

# 501 - 1580 MARTIN ST.

(Street)

WHITE ROCK, A1 V4B 5M3

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/08/2021

3. Issuer Name and Ticker or Trading Symbol
AGRIFORCE GROWING SYSTEMS LTD. [ AGRI ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common shares	144,230	D
Common shares	437,290	I	By 0902550 BC Ltd.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock options	(1)	06/30/2026	Common shares	30,070(2)	3.8(3)	D
Stock options	(4)	05/31/2026	Common shares	24,642(2)	7	D

Explanation of Responses:

1. The shares subject to such option vest and become exercisable annually in substantially equal installments over a two-year period, with the first tranche vested at the date of grant of June 30, 2020, subject to the Reporting Person's continuous service to the Issuer on each such date.

2. If permitted by the policies of any stock exchange on which the Issuer may be listed from time to time, the stock option may be exercised by means of a "cashless exercise", in which event the Issuer shall issue to the holder the net number of common shares determined based on the formula presented in the exhibit to the stock option certificate.

3. The exercise price reported above was converted from the Canadian exercise price of CAD $4.75 using an exchange rate of CAD $1.25 = US $1.00.

4. The shares subject to such option vest and become exercisable annually in substantially equal installments over a three-year period, with the first tranche to be vested on the three-month anniversary of date of grant of May 31, 2021, subject to the Reporting Person's continuous service to the Issuer on each such date.

	/s/ Donald Nicholson	07/08/2021
	** 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 5 (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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