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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| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
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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). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
HF Foods Group Inc.
[ HFFG ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| X |
Director |
X |
10% Owner |
| X |
Officer (give title below) |
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Other (specify below) |
| Chief Executive Officer |
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3. Date of Earliest Transaction
(Month/Day/Year)
09/30/2019
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
| X |
Form filed by One Reporting Person |
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Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
|---|
| 1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
Amount |
(A) or (D) |
Price |
| Common Stock, par value $.0001 |
09/30/2019 |
|
J |
|
1,203,803 |
D |
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5,486,093 |
D |
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Explanation of Responses: |
|
| Remarks: |
|
|
Zhou Min Ni |
10/02/2019 |
|
By David B. Puryear, Jr. |
10/02/2019 |
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** 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). |
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS
Know all by these presents that the undersigned, Zhou Min Ni,
hereby constitutes and appoints each of David B. Puryear, Jr.,
and Robert J. Lingle, or either of them acting singly and
with full power of substitution, the undersigned's true and
lawful attorney-in-fact to:
1. execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer or director or both of HF
Foods Group, Inc. (the "Company"), Forms 3, 4 and 5, and Schedule
13D (and any amendments thereto) in accordance with Section 16(a)
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and the rules thereunder;
2. do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute any such Form 3, 4 or 5, and Schedule 13D, complete and
execute any amendments thereto, and timely file such form with
the U.S. Securities and Exchange Commission (the "SEC"), including
without limitation the filing of a Form ID or any other
documents necessary or appropriate to enable the undersigned to
file the Forms 3, 4 and 5, and Schedule 13D, electronically with
the SEC, and to have and use any and all passcodes, passwords or
other means of electronic identification necessary or appropriate
to enable the undersigned to file Forms 3, 4 and 5, and Schedule 13D,
electronically with the SEC; and
3. take any other action in connection with the foregoing
which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by or
for, the undersigned, it being understood that the documents
executed by such attorney-in-fact on behalf of the undersigned
pursuant to this Limited Power of Attorney shall be in such form
and shall contain such information and disclosure as such
attorney-in-fact may approve in such attorney-in-fact's
discretion.
The undersigned hereby grants to each such attorney-in-fact
full power and authority to do and perform any and every act and
thing whatsoever required, necessary or proper to be done in the
exercise of any of the rights and powers herein granted, as
fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution
or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of
this Limited Power of Attorney and the rights and powers herein
granted.
The undersigned acknowledges that the foregoing attorneys-
in-fact, in serving in such capacity at the request and on the
behalf of the undersigned, are not assuming, nor is the Company
assuming, any of the undersigned's responsibilities to comply
with, or any liability for the failure to comply with, any
provision of Section 16 of the Exchange Act.
This Limited Power of Attorney shall remain in full force
and effect until the undersigned is no longer required to file
Forms 3, 4 or 5, or Schedule 13D, with respect to the undersigned's
holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered
to each of the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has executed this
Limited Power of Attorney as of this 2nd day of October, 2019.
Signed and acknowledged:
/s/ Zhou Min Ni
Zhou Min Ni
