Sow Good (SOWG) Form 4 Sow Good / Ira Goldfarb 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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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^*

Goldfarb Ira

(Last) (First) (Middle)

1440 NORTH UNION BOWER ROAD

(Street)

IRVING TX 75061

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Sow Good Inc. [ SOWG ]

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

3. Date of Earliest Transaction (Month/Day/Year)
04/08/2022

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 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

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
Warrant (right to buy)	$2.35	04/08/2022		P		25,000		04/08/2022	04/08/2032	Common Stock	25,000	$0(1)	25,000	D(2)
Warrant (right to buy)	$2.35	04/08/2022		P		500,000		04/08/2022	04/08/2032	Common Stock	500,000	$0(1)	500,000	I	See footnote(3)
Warrant (right to buy)	$2.35	04/08/2022		P		25,000		04/08/2022	04/08/2032	Common Stock	25,000	$0(1)	25,000	I	See footnote(4)

Explanation of Responses:

1. Warrants issued in connection with issuer's private placement of 6% promissory notes at a ratio of 25,000 warrants per $100,000 purchase of in promissory notes.

2. Warrants purchased as joint tenants with Mr. Goldfarb's spouse, who is also a reporting person, and over which they share control and pecuniary interest.

3. Warrants purchased by the Ira Goldfarb Irrevocable Trust of which Mr. Ira Goldfarb is the trustee.

4. Warrants purchased by the IG Union Bower, LLC of which Mr. Ira Goldfarb is the sole member.

	/s/ Ira Goldfarb	04/14/2022
	** 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 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).
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