SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Goldfarb Ira

(Last)

(First)

(Middle)

1440 NORTH UNION BOWER ROAD

(Street)

IRVING

75061

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Sow Good Inc. [ SOWG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
04/28/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								557,646	I	By Trust⁽¹⁾
Common Stock								682,646	I	By Trust⁽¹⁾
Common Stock								807,646	I	By Trust⁽¹⁾
Common Stock								870,146	I	By Trust⁽¹⁾
Common Stock								1,057,646	I	By Trust⁽¹⁾
Common Stock								25,000	I	By IG Union Bower, LLC⁽²⁾
Common Stock								1,620,973	I	By S-FDF, LLC⁽³⁾
Common Stock								750,198⁽⁴⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Senior Convertible Promissory Note	$2,454,632	04/28/2025		A		2,454,632⁽⁶⁾		04/28/2025⁽⁵⁾	04/30/2030	Common Stock	2,454,632	$0.62	2,454,632⁽⁷⁾	D

Explanation of Responses:

1. 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.

2. Shares held by IG Union Bower, LLC of which Mr. Ira Goldfarb is the sole member.

3. 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.

4. Mrs. Goldfarb owns 461,517 shares held as joint tenants with right of survivorship with Mrs. Goldfarb's spouse, Ira Goldfarb, who is also a reporting person, and over which they share control and pecuniary interest.

5. The Senior Convertible Promissory Notes are convertible at the election of the holders at any time, in whole or in part, into shares of common stock based on a price per share equal to the average closing price of such common stock for the five trading days immediately prior to the execution of and entry into the New Notes.

6. Mr. Goldfarb was issued 386,980 shares joint tenants with right of survivorship with Mr. Goldfarb's spouse, Claudia Goldfarb, who is also a reporting person, and over which they share control and pecuniary interest. pursuant to an Exchange Agreement dated as of April 28, 2025.

7. Mr. Goldfarb owns 386,980 shares as joint tenants with right of survivorship with Mr. Goldfarb's spouse, Claudia Goldfarb, who is also a reporting person, and over which they share control and pecuniary interest.

	/s/ Ira Goldfarb	04/30/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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SEC Form 4 filed by Executive Chairman Goldfarb Ira