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^*

Galletti Salvatore

(Last)

(First)

(Middle)

6305 ALONDRA BLVD.

(Street)

PARAMOUNT

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)
10/15/2020

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)
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	10/15/2020		A⁽¹⁾		27,757,557	A	⁽¹⁾	27,757,557	D
Common Stock	10/15/2020		A⁽¹⁾		566,481	A	⁽¹⁾	566,481	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)
Earnout Right	⁽³⁾	10/15/2020		A⁽³⁾		4,375,000		⁽³⁾	10/15/2023	Common Stock	4,375,000	⁽³⁾	4,375,000	D
Earnout Right	⁽⁴⁾	10/15/2020		A⁽⁴⁾		87,500		⁽⁴⁾	10/15/2023	Common Stock	87,500	⁽⁴⁾	87,500	I	See footnote⁽⁴⁾

Explanation of Responses:

1. Received in exchange for 8,065 shares of common stock of Myjojo, Inc. ("Ittella Parent"), pursuant to the 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, Ittella Parent, and Salvatore Galletti, in his capacity as the holder representative, as amended ("Merger Agreement").

2. Represents shares held by Project Lily, LLC ("Project Lily"), which were received pursuant to the Merger Agreement in exchange for 165 shares of common stock of Ittella Parent held by Project Lily. 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.

3. On October 15, 2020 (the "Closing Date"), Mr. Galletti received the right to acquire 4,375,000 shares of the Issuer's Common Stock pursuant to the Merger Agreement. An amount equal to half of these shares will be released from escrow if the price per share of the Issuer on any 20 trading days in any 30 day trading period equals or exceeds (i) $12.00 or (ii) $14.00, respectively. If the Issuer consummates a change of control, any shares not previously released will be made payable to Mr. Galletti. Any shares not eligible to be released within 3 years of the Closing Date will be forfeited and canceled. Mr. Galletti has the power to direct the Issuer to vote these shares prior to their release from escrow.

4. On the Closing Date, Project Lily received the right to acquire 87,500 shares of the Issuer's Common Stock pursuant to the Merger Agreement. An amount equal to half of these shares will be released from escrow if the price per share of the Issuer on any 20 trading days in any 30 day trading period equals or exceeds (i) $12.00 or (ii) $14.00, respectively. If the Issuer consummates a change of control, any shares not previously released will be made payable to Project Lily. Any shares not eligible to be released within 3 years of the Closing Date will be forfeited and canceled. Mr. Galletti has the power to direct the Issuer to vote these shares prior to their release from escrow. 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/ Charles Cargile as attorney-in-fact for Salvatore Galletti	10/19/2020
	** 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).
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