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^*

DARGAN CHARLES K

(Last)

(First)

(Middle)

18851 NE 29TH AVENUE

SUITE 700

(Street)

AVENTURA

3318

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BIOLARGO, INC. [ BLGO ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/31/2020

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)

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)
Option to Purchase Common Stock	$0.5	01/31/2020		J⁽¹⁾	V		10,000	01/31/2010	01/31/2020	Common stock	10,000	$0⁽²⁾	3,089,000	D
Option to Purchase Common Stock	$0.575	02/01/2020		J⁽¹⁾	V		60,000	02/01/2010	02/01/2020	Common stock	60,000	$0⁽²⁾	3,029,000	D
Option to Purchase Common Stock	$0.21	02/25/2020		A		27,500		02/25/2020	02/25/2030	Common stock	27,500	$0⁽³⁾	3,056,500	D
Option to Purchase Common Stock	$0.21	02/25/2020		A		400,000⁽⁴⁾		02/25/2020	02/25/2030	Common stock	400,000	$0⁽⁵⁾	3,456,500	D

Explanation of Responses:

1. This transaction reports the expiration, without exercise, of an Option to purchase common stock issued by Issuer to Reporting Person.

2. This Option was originally issued to the Reporting Person as compensation to serve as Issuer's Chief Financial Officer during the time period specific in the Engagement Agreement between the Reporting Person and the Issuer in effect on the date the Option was issued.

3. This Option was issued to Reporting Person to replace options to purchase 110,000 shares that had been issued as sole compensation to the provision of services to the Issuer and had expired, unexercised.

4. The Option is exercisable according to its vesting schedule: (i) 75,000 shares as of December 31, 2019, and then (ii) in equal monthly installments of 25,000 shares beginning January 31, 2020, so long as the Engagement Extension Agreement dated February 25, 2020, between Reporting Owner and Issuer, remains in force and effect.

5. This Option was issued to the Reporting Person as compensation to serve as Issuer's Chief Financial Officer from October 1, 2019 through January 31, 2021.

	/s/ John R. Browning, Attorney-in-fact	02/27/2020
	** 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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