Ownership Submission
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FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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OMB APPROVAL
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OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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Goldfarb Ira
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2. Issuer Name and Ticker or Trading Symbol
Sow Good Inc. [SOWG]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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_____ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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Executive Chairman /
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(Last)
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(First)
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(Middle)
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1440 NORTH UNION BOWER ROAD
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3. Date of Earliest Transaction (Month/Day/Year)
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4. If Amendment, Date Original Filed(Month/Day/Year)
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6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
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4. Securities Acquired (A) or Disposed of (D)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
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6. Ownership Form: Direct (D) or Indirect (I)
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7. Nature of Indirect Beneficial Ownership
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Goldfarb Ira
1440 NORTH UNION BOWER ROAD
IRVING, TX75061
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Executive Chairman
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Signatures
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/s/ Ira Goldfarb
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2024-04-17
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**Signature of Reporting Person
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Date
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Explanation of Responses:
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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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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(1)
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Mr. Goldfarb owns 449,143 shares held as joint tenants with right of survivorship with Mr. Goldfarb's spouse, Claudia Goldfarb.
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(2)
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Shares held by the Ira Goldfarb Irrevocable Trust for which Mr. Goldfarb is a trustee and holds a pecuniary interest, and shares held by Ira Goldfarb 2021 Declaration of Trust f/b/o Brett Steven Goldfarb, Ira Goldfarb 2021 Declaration of Trust f/b/o Alexandria Lexie Gutierrez and Ira Goldfarb 2021 Declaration of Trust f/b/o Ava Lauren Gutierrez, for which Mr. Goldfarb is a trustee.
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(3)
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Shares held by IG Union Bower, LLC of which Mr. Ira Goldfarb is the sole member.
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(4)
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Shares held by S-FDF, LLC over which Mr. Goldfarb and his spouse Claudia Goldfarb (who is also a director, officer and indirect 10% beneficial owner, by virtue of S-FDF's holdings, of the issuer) share control and pecuniary interest.
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(5)
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Warrants issued in connection with issuer's private placement of 8% promissory notes at a ratio of 15,000 warrants per $100,000 purchase of in promissory notes.
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(6)
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Warrants purchased as joint tenants with Mr. Goldfarb's spouse, Claudia Goldfarb, who is also a reporting person, and over which they share control and pecuniary interest.
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(7)
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Warrants issued in connection with issuer's private placement of 6% promissory notes at a ratio of 25,000 warrants per $100,000 purchase of in promissory notes.
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(8)
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Warrants purchased by the Ira Goldfarb Irrevocable Trust of which Mr. Ira Goldfarb is the trustee and holds a pecuniary interest.
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(9)
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Warrants purchased by the IG Union Bower, LLC of which Mr. Ira Goldfarb is the sole member.
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(10)
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Warrants issued in connection with issuer's private placement of 8% promissory notes at a ratio of 25,000 warrants per $100,000 purchase of in promissory notes.
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Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
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