BayFirst Financial (BAFN) Form 3 BayFirst Financial / Trifon Houvardas 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^*

Houvardas Trifon

(Last) (First) (Middle)

700 CENTRAL AVE

(Street)

ST. PETERSBURG FL 33701

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/15/2021

3. Issuer Name and Ticker or Trading Symbol
BayFirst Financial Corp. [ FHBI ]

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	31,152.62	I	K and M Insurance Investors, LLC

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
Option (Right to Buy)	(1)	01/15/2030	Common Stock	3,900	15.67	D
Series B Convertible Preferred Stock	11/15/2021	09/30/2030	Common Stock	10(2)	(2)	I	K and M Insurance Investors, LLC
Option (Right to Buy)	(3)	06/12/2028	Common Stock	5,400	17.33	D
Option (Right to Buy)	(4)	03/15/2029	Common Stock	3,900	14.67	D
Option (Right to Buy)	(5)	01/14/2031	Common Stock	3,750	14.67	D

Explanation of Responses:

1. These options vest in three equal annual installments beginning one year after the 1/15/2020 date of grant.

2. Mr. Houvardas has 10 Series B Convertible Preferred Stock, with a liquidation preference of $10,000. The holders of shares of Series B Convertible Preferred Stock have the right to convert such shares into shares of common stock at a conversion ratio equal to the quotient of: (i) the $1,000 liquidation preference; divided by (ii) the tangible book value per share of common stock, calculated on the basis of BayFirst Financial Corp.s financial statements, as of the last day of the calendar quarter occurring prior to the date on which a holder exercises the conversion right; provided, however, that tangible book value shall be adjusted to reflect a subsequent quarter end only on the last day of the month succeeding such quarter end.

3. These options vest in three equal annual installments beginning one year after the 6/12/2018 date of grant.

4. These options vest in three equal annual installments beginning one year after the 3/15/2019 date of grant.

5. These options vest in three equal annual installments beginning one year after the 1/14/2021 date of grant.

Remarks:

	/s/ Richard Pearlman, Attorney-in-Fact	11/15/2021
	** 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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