James Michael C Form 3 Edible Garden / MICHAEL C JAMES 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^*

JAMES MICHAEL C

(Last)

(First)

(Middle)

C/O EDIBLE GARDEN AG INCORPORATED

283 COUNTY ROAD 519

(Street)

BELVIDERE

07823

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/04/2022

3. Issuer Name and Ticker or Trading Symbol
Edible Garden AG Inc [ EDBL ]

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

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

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 Stock, par value $0.0001 per share	1,300,000	D
Common Stock, par value $0.0001 per share	400,000	I	By spouse
Common Stock, par value $0.0001 per share	40,000	I	By daughter
Common Stock, par value $0.0001 per share	40,000	I	By daughter

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Convertible Note	⁽¹⁾	⁽¹⁾	Common Stock, par value $0.0001 per share	41,886	⁽¹⁾	D
Convertible Note	⁽²⁾	⁽²⁾	Common Stock, par value $0.0001 per share	29,910	⁽²⁾	D
Convertible Note	⁽³⁾	⁽³⁾	Common Stock, par value $0.0001 per share	23,885	⁽³⁾	D
Convertible Note	⁽³⁾	⁽³⁾	Common Stock, par value $0.0001 per share	23,863	⁽³⁾	D
Convertible Note	⁽⁴⁾	⁽⁴⁾	Common Stock, par value $0.0001 per share	17,843	⁽⁴⁾	D
Convertible Note	⁽⁴⁾	⁽⁴⁾	Common Stock, par value $0.0001 per share	17,805	⁽⁴⁾	D
Convertible Note	⁽⁴⁾	⁽⁴⁾	Common Stock, par value $0.0001 per share	17,785	⁽⁴⁾	D
Convertible Note	⁽³⁾	⁽³⁾	Common Stock, par value $0.0001 per share	23,668	⁽³⁾	D
Convertible Note	⁽³⁾	⁽³⁾	Common Stock, par value $0.0001 per share	23,625	⁽³⁾	D
Convertible Note	⁽³⁾	⁽³⁾	Common Stock, par value $0.0001 per share	23,560	⁽³⁾	D
Convertible Note	⁽⁴⁾	⁽⁴⁾	Common Stock, par value $0.0001 per share	17,632	⁽⁴⁾	D
Convertible Note	⁽³⁾	⁽³⁾	Common Stock, par value $0.0001 per share	23,468	⁽³⁾	D

Explanation of Responses:

1. Upon the closing of the Issuer's initial public offering, the Convertible Note will automatically convert into shares of common stock by dividing the then-outstanding principal and interest due under the Convertible Note by $4.625. The Reporting Person holds a Convertible Note for $175,000 that accrues interest at 12% per annum.

2. Upon the closing of the Issuer's initial public offering, the Convertible Note will automatically convert into shares of common stock by dividing the then-outstanding principal and interest due under the Convertible Note by $4.625. The Reporting Person holds a Convertible Note for $125,000 that accrues interest at 12% per annum.

3. Upon the closing of the Issuer's initial public offering, the Convertible Note will automatically convert into shares of common stock by dividing the then-outstanding principal and interest due under the Convertible Note by $4.625. The Reporting Person holds a Convertible Note for $100,000 that accrues interest at 12% per annum.

4. Upon the closing of the Issuer's initial public offering, the Convertible Note will automatically convert into shares of common stock by dividing the then-outstanding principal and interest due under the Convertible Note by $4.625. The Reporting Person holds a Convertible Note for $75,000 that accrues interest at 12% per annum.

	/s/ Michael C. James	05/09/2022
	** 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.
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.

James Michael C Form 3Edible Garden / MICHAEL C JAMES ownership change