Zhang Xiao Mou Form 4 HF Foods / Xiao Mou Zhang 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^*

Zhang Xiao Mou

(Last) (First) (Middle)

C/O HF FOODS GROUP INC

6325 SOUTH RAINBOW BOULEVARD, SUITE 420

(Street)

LAS VEGAS NV 89118

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HF Foods Group Inc. [ HFFG ]

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. Date of Earliest Transaction (Month/Day/Year)
08/16/2023

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								2,916,500(1)	D
Common Stock	08/16/2023		P		25,000	A	$4.85(2)	25,000	I	By Spouse(3)
Common Stock	08/17/2023		P		20,000	A	$4.86(4)	45,000	I	By Spouse(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. Includes 116,580 Restricted Stock Units vesting in three equal annual installments beginning on April 13, 2024.

2. The price reported in this box in Column 4 is a weighted average price. These shares were purchased on August 16, 2023 in transactions at prices ranging from $4.80 to $4.91 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the United States Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price.

3. The Reporting Person disclaims Section 16 beneficial ownership over the securities reported except to the extent of his pecuniary interest therein, if any.

4. The price reported in this box in Column 4 is a weighted average price. These shares were purchased on August 17, 2023 in transactions at prices ranging from $4.80 to $4.91 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the United States Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price.

Remarks:

	/s/ Xiao Mou Zhang	08/18/2023
	** 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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