SEC FORM 4

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^*

REED PATRICIA STACEY

(Last)

(First)

(Middle)

90 MADISON STREET, #700

(Street)

DENVER

80206

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SPICY PICKLE FRANCHISING INC [ SPKL ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/08/2011

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/08/2011		A		156,250	A	⁽³⁾	20,365,044	D
Common Stock								1,146,408	I	Presley Reed 1999 Family Trust

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrants	$0.2							12/14/2009	09/22/2014	Common Stock	900,000		900,000	D
Warrants	$0.19							09/22/2009	09/22/2014	Common Stock	6,153,840		6,153,840	D
Convertible Note due 5/1/13	$0.13							09/30/2009	05/01/2013	Common Stock	3,919,960		3,919,960	D
Convertible Note due 5/1/13	⁽¹⁾							09/30/2009	05/01/2013	Warrants	254,797		254,797	D
Convertible Note due 5/1/13	$0.105							05/10/2010	05/01/2013	Common Stock	⁽²⁾		0⁽²⁾	D
Convertible Note due 5/1/13	⁽²⁾							⁽²⁾	05/01/2013	Warrants	⁽²⁾		0⁽²⁾	D
Stock Options (Common Stock)	$0.085							12/31/2010	12/31/2015	Common Stock	200,000		200,000	D

Explanation of Responses:

1. On May 10, 2010, Mrs. Reed became a holder of a convertible note for $509,594.79 from the Issuer. The note is convertible at any time into shares at the rate of $0.13 per share. In addition, for every $2.00 converted, the note holders will receive a warrant to purchase 1 share of common stock with the exercise price to be 120% of the average of the volume weighted average prices for the 10 trading days preceding conversion.

2. On May 10, 2010, Mrs. Reed was issued a convertible note for a $2,000,000 revolving line of credit from the Issuer. The note is convertible at any time into shares at the rate of $0.105 per share. In addition, for every 2 shares of common stock issued on conversion, Mrs. Reed will receive a warrant to purchase 1 share of common stock with the exercise price to be 120% of the average of the value weighted average prices for the 10 trading days preceding conversion.

3. Shares issued in lieu of compensation.

Remarks:

	Patricia Stacey Reed	07/11/2011
	** 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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