CEN Biotech (CENBF) Form 5/A CEN BIOTECH / Joseph A. Byrne ownership change

SEC Form 5

FORM 5

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

ANNUAL 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).

Form 3 Holdings Reported.

X

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Byrne Joseph A.

(Last) (First) (Middle)

300-3295 QUALITY WAY

(Street)

WINDSOR, ONTARIO, CANADA A6 N8T 3R9

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CEN BIOTECH INC [ CENBF ]

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

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)
04/26/2021

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Stock	11/30/2017		A4(1)	20,000	A	$0	1,353,265(2)	D
Common Stock	11/30/2017		A4(1)	1,250,000	A	$0	1,353,265(2)	D

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)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. 1,270,000 shares of common stock of the Issuer were granted by the issuer to the reporting person on November 30, 2017, pursuant to two restricted stock agreements pursuant to the issuer's equity compensation plan and the issuance was approved by the issuer's full board of directors.

2. 1,353,265 shares were beneficially owned by the Reporting Person of which 76,123 shares were issuable upon conversion of a convertible note held by the Reporting Person at 12/31/2017.

Remarks:

The reporting person served as the Chief Executive Officer and member of the Board of the Issuer from July 2017 until November 13, 2019, when the reporting person resigned from all positions with the Issuer. The reporting person was appointed as President and a member of the Board of the Issuer effective April 19, 2021.

	/s/ Joseph Byrne	05/28/2021
	** 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 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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