Jefferson Gramm Form 3 INNOVATIVE FOOD / Jefferson Gramm 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^*

Gramm Jefferson

(Last) (First) (Middle)

C/O BANDERA PARTNERS LLC

50 BROAD STREET, SUITE 1820

(Street)

NEW YORK NY 10004

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/10/2021

3. Issuer Name and Ticker or Trading Symbol
INNOVATIVE FOOD HOLDINGS INC [ IVFH ]

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 Stock, par value $0.0001 per share	3,125,000	I(1)(2)	By Bandera Master Fund L.P.(1)(2)

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 Option	01/14/2022(3)	09/10/2023	Common Stock, par value $0.0001	50,000	1.2	D

Explanation of Responses:

1. Bandera Master Fund L.P., a Cayman Islands exempted limited partnership ("Bandera Master Fund"), is the record holder of 3,125,000 shares of Common Stock. Bandera Partners LLC, a Delaware limited liability company ("Bandera Partners"), is the investment manager of Bandera Master Fund. Mr. Gramm is Managing Partner, Managing Director and Portfolio Manager of Bandera Partners.

2. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Act"), the filing of this Form 3 shall not be deemed an admission by the person reporting on this Form 3 that such person, for purposes of Section 16 of the Act or otherwise, is the beneficial owner of any equity securities that are covered by this Form.

3. Subject to vesting whereby 25% of the shares subject to the award vested on January 14, 2022, while the remaining 75% will vest quarterly on a prorated basis over the remainder of the 2022 calendar year.

	/s/ Jefferson Gramm	01/28/2022
	** 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).
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