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^*

Delle Coste Riccardo

(Last)

(First)

(Middle)

8530 WILSHIRE BLVD, SUITE 450

(Street)

BEVERLY HILLS,

90211

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BARFRESH FOOD GROUP INC. [ BRFH ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/07/2014

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	02/28/2016		C		64,095	A	⁽⁴⁾	19,641,214	I	See Footnote⁽²⁾
common stock	02/03/2016		C		210,455	A	⁽⁵⁾	19,085,754	I	See Footnote⁽²⁾
common stock	08/07/2014		A		400,000	A	$0.5	19,366,664	I	See Footnote⁽²⁾

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)
Options	$0.45	01/21/2015		A		300,000		01/21/2015	01/21/2018	common stock	300,000	$0.3	300,000	D
Warrant	$0.485	12/20/2014		P		115,980		12/20/2014	12/20/2017	common stock	115,980	⁽³⁾	282,647	I	See Footnote⁽²⁾
Warrant	$1	11/30/2015		P		25,000		11/30/2015	11/30/2020	common stock	25,000	⁽¹⁾	307,647	I	See Footnote⁽²⁾
Warrant	$1	02/28/2016		C		32,048		02/28/2016	02/28/2021	common stock	32,048	⁽⁴⁾	339,695	I	See Footnote⁽²⁾

Explanation of Responses:

1. Warrants purchased as part of a unit which included debt for aggregate purchase price of $50,000.

2. Held by R.D. Capital Holdings PTY Ltd. of which the Reporting Person is the Managing Director and has voting and dispositive power.

3. Warrants issued in consideration of an extension of the maturity date of a promissory note which was scheduled to mature on December 20, 2014 and was extended to June 20, 2015.

4. Principal and interest under outstanding note converted into common stock at a price of $0.80 per share plus 50% warrant coverage.

5. Principal and interest under outstanding note converted into common stock at a price of $0.25 per share plus 50% warrant coverage.

	/s/ Riccardo Delle Coste	03/23/2016
	** 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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