bioAffinity (BIAF) Form 4 bioAffinity / STEVEN GIRGENTI 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^*

GIRGENTI STEVEN

(Last) (First) (Middle)

C/O BIOAFFINITY TECHNOLOGIES, INC.

22211 WEST INTERSTATE 10, SUITE 1206

(Street)

SAN ANTONIO, TX 78257

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
bioAffinity Technologies, Inc. [ BIAF ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2023

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
Common Stock	10/01/2023		A		11,867(1)	A	$1.58	927,673	D
Common Stock	01/01/2024		A		12,668(2)	A	$1.48	940,341	D
Common Stock								8,955	I	By Trust(3)

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

Explanation of Responses:

1. Represents a grant from the Issuer to Mr. Girgenti of 11,867 restricted shares of Common Stock, on October 1, 2023 under the Issuer's 2014 Equity Incentive Plan, which shares of restricted stock will vest ratably over three months of continued service beginning on the date of grant and which represents a restricted stock award valued at $18,750 granted by the Issuer to each of its directors each quarter during the calendar year.

2. Represents a grant from the Issuer to Mr. Girgenti of 12,668 restricted shares of Common Stock, on January 1, 2024 under the Issuer's 2014 Equity Incentive Plan, which shares of restricted stock will vest ratably over three months of continued service beginning on the date of grant and which represents a restricted stock award valued at $18,750 granted by the Issuer to each of its directors each quarter during the calendar year

3. Represents shares of Common Stock owned directly by the Cranye Girgenti Testamentary Trust (the "Trust") and indirectly by Mr. Girgenti, as co-trustee of the Trust, as previously reported on a Form 4 filed by Mr. Girgenti on November 8, 2022. Mr. Girgenti disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. Such total number of shares of Common Stock owned by the Trust, and by Mr. Girgenti indirectly.

Remarks:

Exhibit List: Exhibit 24.1 - Power of Attorney (Steven Girgenti)

	/s/ Maria Zannes, as attorney-in-fact for Steven Girgenti	01/24/2024
	** 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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