Innovative Food Holdings Inc.

07/19/2024 | Press release | Distributed by Public on 07/19/2024 18:09

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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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1. Name and Address of Reporting Person *
Pappas James C
2. Issuer Name and Ticker or Trading Symbol
INNOVATIVE FOOD HOLDINGS INC [IVFH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1177 WEST LOOP SOUTH , SUITE 1320
3. Date of Earliest Transaction (Month/Day/Year)
(Street)
HOUSTON TX 77027
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Join/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code 4. Securities Acquired (A) or Disposed of (D) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) 6. Ownership Form: Direct (D) or Indirect (I) 7. Nature of Indirect Beneficial Ownership
Code V Amount (A) or (D) Price
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security 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 5. Number of Derivative Securities Acquired (A) or Disposed of (D) 6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security 8. Price of Derivative Security 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) 11. Nature of Indirect Beneficial Ownership
Code V (A) (D) Date Exercisable Expriation Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Pappas James C
1177 WEST LOOP SOUTH
SUITE 1320
HOUSTON, TX77027
X X
JCP Investment Management, LLC
1177 WEST LOOP SOUTH
SUITE 1320
HOUSTON, TX77027

X
JCP Investment Partnership, LP
1177 WEST LOOP SOUTH
SUITE 1320
HOUSTON, TX77027

X
JCP Investment Partners, LP
1177 WEST LOOP SOUTH
SUITE 1320
HOUSTON, TX77027

X
JCP Investment Holdings, LLC
1177 WEST LOOP SOUTH
SUITE 1320
HOUSTON, TX77027

X

Signatures

/s/ James C. Pappas 2024-07-19
**Signature of Reporting Person Date
JCP Investment Management, LLC, By: /s/ James C. Pappas, Managing Member 2024-07-19
**Signature of Reporting Person Date
JCP Investment Partnership, LP, By: JCP Investment Management, LLC, Investment Manager, By: /s/ James C. Pappas, Managing Member 2024-07-19
**Signature of Reporting Person Date
JCP Investment Partners, LP, By: JCP Investment Holdings, LLC, General Partner, By: /s/ James C. Pappas, Sole Member 2024-07-19
**Signature of Reporting Person Date
JCP Investment Holdings, LLC, By: /s/ James C. Pappas, Sole Member 2024-07-19
**Signature of Reporting Person Date

Explanation of Responses:

(*) If the form is filed by more than one reporting person, see Instruction 5(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) This Form 4 is filed jointly by JCP Investment Partnership, LP ("JCP Partnership"), JCP Investment Partners, LP ("JCP Partners"), JCP Investment Holdings, LLC ("JCP Holdings"), JCP Investment Management, LLC ("JCP Management") and James C. Pappas (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. Mr. Pappas is also a director of the Issuer. Each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein.
(2) On July 17, 2024, JCP Management, on behalf of the JCP Accounts (as defined below), entered into a stock purchase agreement (the "Stock Purchase Agreement") with SV Asset Management, LLC ("SV Asset Management"). Pursuant to the Stock Purchase Agreement, JCP Management agreed to purchase 1,250,000 shares from SV Asset Management at a price of $1.20 per share. The transaction is expected to close in the near future.
(3) Represents shares of Common Stock held in certain accounts managed by JCP Management (the "JCP Accounts"). JCP Management, as the investment manager of the JCP Accounts, may be deemed to beneficially own the shares of Common Stock held in the JCP Accounts. Mr. Pappas, as the managing member of JCP Management, may be deemed to beneficially own the shares of Common Stock held in the JCP Accounts.
(4) Represents shares of Common Stock owned directly by JCP Partnership. JCP Partners, as the general partner of JCP Partnership, may be deemed to beneficially own the shares of Common Stock owned directly by JCP Partnership. JCP Holdings, as the general partner of JCP Partners, may be deemed to beneficially own the shares of Common Stock owned directly by JCP Partnership. JCP Management, as the investment manager of JCP Partnership, may be deemed to beneficially own the shares of Common Stock owned directly by JCP Partnership. Mr. Pappas, as the managing member of JCP Management and the sole member of JCP Holdings, may be deemed to beneficially own the shares of Common Stock owned directly by JCP Partnership.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.