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Filing Details

Accession Number:: 0001140361-15-044635
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2015-12-15 17:08:29
Reporting Period:: 2015-12-11

Filing Date:: 2015-12-15
Accepted Time:: 2015-12-15 17:08:29
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1487197	Barfresh Food Group Inc.	BRFH	Canned, Frozen & Preservd Fruit, Veg & Food Specialties (2030)	271994359

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1232118	Lllp Partners Investment Lazarus	3200 Cherry Creek South Drive Suite 670 Denver CO 80209	No	No	Yes	No
1531960	B Justin Borus	3200 Cherry Creek South Drive Suite 670 Denver CO 80209	No	No	Yes	No
1531964	Lazarus Management Co Llc	3200 Cherry Creek South Drive Suite 670 Denver CO 80209	No	No	Yes	No
1639757	Lllp Partners Micro Macro Lazarus	3200 Cherry Creek South Drive Suite 670 Denver CO 80209	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2015-12-11	5,600,000	$0.25	13,659,962	No	4	X	Indirect	See Footnotes
Common Stock	Disposition	2015-12-11	1,386,139	$1.01	12,273,823	No	4	S	Indirect	See Footnotes
Common Stock	Acquisiton	2015-12-11	200,000	$0.25	12,473,823	No	4	X	Indirect	See Footnotes
Common Stock	Disposition	2015-12-11	49,505	$1.01	12,424,318	No	4	S	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	X	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	X	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Warrant (right to buy)	Disposition	2015-12-11	5,600,000	$0.00	5,600,000	$0.25
Common Stock	Warrant (right to buy)	Disposition	2015-12-11	200,000	$0.00	200,000	$0.25

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	2013-09-18	2016-07-26	No	4	X	Indirect
0	2013-09-18	2016-08-05	No	4	X	Indirect

Footnotes

The reporting person exercised a warrant to purchase 5,600,000 shares of the Issuer's common stock for $0.25 a share. The reporting person paid the exercise price on a cashless basis, resulting in the Issuer withholding 1,386,139 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 4,213,861 shares. As set forth in this Form 4, the payment of the exercise price for the warrants on a cashless basis, resulting in withholding of shares of common stock, is deemed a sale for Section 16 reporting purposes, however, the reporting person has not otherwise engaged in any sale transaction.
The reporting person exercised a warrant to purchase 200,000 shares of the Issuer's common stock for $0.25 a share. The reporting person paid the exercise price on a cashless basis, resulting in the Issuer withholding 49,505 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 150,495 shares. As set forth in this Form 4, the payment of the exercise price for the warrants on a cashless basis, resulting in withholding of shares of common stock, is deemed a sale for Section 16 reporting purposes, however, the reporting person has not otherwise engaged in any sale transaction.
This form is filed jointly by Lazarus Management Company LLC ("Lazarus Management"), Justin B. Borus, Lazarus Investment Partners LLLP ("Lazarus Partners") and Lazarus Macro Micro Partners LLLP ("Macro Micro Partners" and together with Lazarus Partners, the "Funds"). The securities reported herein are owned directly by Lazarus Partners except for 3,000 shares of common stock owned directly by Macro Micro Partners. Lazarus Management is the investment adviser and general partner of the Funds and Mr. Borus is the manager of Lazarus Management.
Each of Lazarus Management and Mr. Borus expressly disclaims beneficial ownership of the securities held by the Funds except to the extent of his or its pecuniary interest therein. Each of the Funds expressly disclaims beneficial ownership of the shares held by the other Fund. The filing of this Form 4 shall not be construed as an admission that either Lazarus Management or Mr. Borus, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, is the beneficial owner of any of the securities reported herein.