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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | 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 control number. | SEC 2270 (9-02) |
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 Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
klepfish samuel C/O INNOVATIVE FOOD HOLDINGS, INC. 28411 RACE TRACK ROAD BONITA SPRINGS, FL 34135 |
 X |  |  CEO |  |
/s/ Samuel Klepfish | 02/08/2019 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | 100,000 options at a price of $0.35 and an additional 100,000 options at a price of $0.57 were exercised in a cashless conversion and a net amount of 55,192 shares were issued. |
(2) | Includes 300,000 shares of unvested restricted stock, originally issued as restricted stock units in 2014 which were cancelled and replaced with restricted stock awards in 2017, which vests as follows: 125,000 of the shares vest contingent upon market stock price of $2.00 or above for 20 straight trading days; and 175,000 of the shares vest contingent upon market stock price of $3.00 or above for 20 straight trading days. Also includes 16,250 shares of common stock held by Mr. Klepfish's spouse, ownership of which is disclaimed by Mr. Klepfish. |
 Remarks: All numbers have been adjusted to reflect the 1-for-50 reverse split that was effective June 13, 2012. |