Sec Form 13G Filing - LAW GERARD GARFIELD filing for REAL GOOD FOOD CO INC (RGF) - 2021-12-02

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

Names of reporting persons

Gerard Garfield Law

Check the appropriate box if a member of a group (see instructions)

(a)  ☐        (b)  ☐

SEC use only

Citizenship or place of organization

United States of America

Number of

shares

beneficially

owned by

each

reporting

person

with:

Sole voting power

816,380⁽¹⁾

Shared voting power

0

Sole dispositive power

816,380⁽¹⁾

Shared dispositive power

0

Aggregate amount beneficially owned by each reporting person

816,380⁽¹⁾

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

Percent of class represented by amount in Row (9)

11.7%⁽¹⁾⁽²⁾

Type of reporting person (see instructions)

IN

If this statement is filed pursuant to §§240.13d–1(b) or 240.13d–2(b) or (c), check whether the person filing is a:

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a–8);

An investment adviser in accordance with §240.13d–1(b)(1)(ii)(E);

An employee benefit plan or endowment fund in accordance with §240.13d–1(b)(1)(ii)(F);

A parent holding company or control person in accordance with §240.13d–1(b)(1)(ii)(G);

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a–3);

A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);

Group, in accordance with §240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution: ________________________________

Ownership

Number of shares as to which the Reporting Person has:

Sole power to vote or to direct the vote: 816,380⁽¹⁾.

Shared power to vote or to direct the vote: 0.

Sole power to dispose or to direct the disposition of: 816,380⁽¹⁾.

Shared power to dispose or to direct the disposition of: 0.

Reflects Class B Units of Real Good Foods, LLC (“Class B Units”) held by the Reporting Person, which may be exchanged at the Reporting Person’s election for shares of the Issuer’s Class A common stock, par value $0.0001 (“Class A Common Stock”) on a one-for-one basis, or, at the election of the Issuer, cash equal to a volume weighted average market price of one share of Class A Common Stock for each Class B Unit exchanged, with an equal number of shares of the Issuer’s Class B common stock, par value $0.0001 (“Class B Common Stock”) held by the Reporting Person automatically forfeited and canceled for each Class B Unit so exchanged. The Reporting Person obtained the Cla ss B Units and Class B Common Stock in connection with the Reorganization (as defined in the Registration Statement on Form S-1 (File No. 333-260204)) consummated in connection with the initial public offering of the Issuer’s Class A Common Stock, pursuant to which (i) the membership interests in Real Good Foods, LLC, which is formerly known as The Real Good Food Company LLC (“RGF, LLC”) held by each member of RGF, LLC (each, a “Member”) converted into an equivalent number of Class B Units; and (ii) the Issuer issued one share of its Class B Common Stock for each Class B Unit held by the Members.

By reason of the provisions of Rule 13d-3 of the Act, the Reporting Person may be deemed to beneficially own the shares disclosed in this Schedule 13G.

Ownership of 5 Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☐.

Ownership of More than 5 Percent on Behalf of Another Person.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Identification and Classification of Members of the Group.

Notice of Dissolution of Group.

/s/ Gerard Garfield Law