Salvatore Galletti Form 4 Tattooed Chef / Salvatore Galletti 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

Galletti Salvatore

(Last) (First) (Middle)

6305 ALONDRA BLVD.

(Street)

PARAMOUNT CA 90723

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Tattooed Chef, Inc. [ TTFC ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
11/17/2020

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	11/17/2020		M(1)(2)		4,287,500	A	(1)(2)	32,045,057	D
Common Stock	11/17/2020		M(3)		87,500	A	(3)	653,981	I	See footnote(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
Earnout Right	(1)(2)	11/17/2020		M(1)(2)			4,287,500	(1)(2)	10/15/2023	Common Stock	4,287,500	(1)(2)	0	D
Earnout Right	(3)	11/17/2020		M(3)			87,500	(3)	10/15/2023	Common Stock	87,500	(3)	0	I	See footnote(3)

Explanation of Responses:

1. The 4,287,500 shares of Common Stock of the Issuer reported on this Form 4 were released from escrow and distributed to Mr. Galletti pursuant that certain Agreement and Plan of Merger, dated as of June 11, 2020, by and among Forum Merger II Corporation ("Forum") (upon consummation of the business combination, the surviving "Issuer" as renamed "Tattooed Chef, Inc."), Sprout Merger Sub, Inc., a wholly owned subsidiary of Forum, Myjojo, Inc., a Delaware corporation ("Ittella Parent"), and Salvatore Galletti, in his capacity as the holder representative, as amended ("Merger Agreement"). The number of shares issuable pursuant to the foregoing right was determined, and Mr. Galletti's right to receive these shares subject to the Merger Agreement became fixed and irrevocable, on October 15, 2020, the closing date of the business combination.

2. (Continued from Footnote 1) The references to 4,375,000 shares in line 1 of Table II and footnote 3 of Mr. Galletti's Form 4 filed on October 19, 2020 were inadvertent and this Form 4 hereby corrects and amends these references to 4,287,500 shares.

3. The 87,500 shares of Common Stock of the Issuer reported on this Form 4 were released from escrow and distributed to Project Lily, LLC ("Project Lily") pursuant to the Merger Agreement. The number of shares issuable pursuant to the foregoing right was determined, and Project Lily's right to receive these shares subject to the Merger Agreement became fixed and irrevocable, on October 15, 2020, the closing date of the business combination. Mr. Galletti is the sole manager of Project Lily and has sole voting and dispositive control over the shares held by Project Lily. The reporting person expressly disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purpose.

	/s/ Salvatore Galletti	11/19/2020
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.