SEC FORM 3

SEC FORM 3 SEC Form 3

FORM 3

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

INITIAL STATEMENT OF 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^*

Kessler David Aaron

(Last)

(First)

(Middle)

C/O AGRIFY CORPORATION

76 TREBLE COVE ROAD, BUILDING 3

(Street)

BILLERICA

01862

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/14/2022

3. Issuer Name and Ticker or Trading Symbol
Agrify Corp [ AGFY ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Scientific Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	⁽¹⁾	05/06/2030	Common Stock	33,603	2.28	D
Stock Option (right to buy)	⁽²⁾	07/20/2030	Common Stock	31,742	2.28	D
Stock Option (right to buy)	⁽³⁾	10/19/2030	Common Stock	48,222	4.86	D
Stock Option (right to buy)	⁽⁴⁾	02/17/2021	Common Stock	44,000	13.84	D

Explanation of Responses:

1. The reporting person received an option to purchase Common Stock from the issuer on May 6, 2020. 50% of the shares underlying the option vested on February 1, 2021, and the remaining underlying shares vest in 24 equal monthly installments on the first day of each month thereafter.

2. The reporting person received an option to purchase Common Stock from the issuer on July 20, 2020. 50% of the shares underlying the option vested on February 1, 2021, and the remaining underlying shares vest in 24 equal monthly installments on the first day of each month thereafter.

3. The reporting person received an option to purchase Common Stock from the issuer on October 19, 2020. 50% of the shares underlying the option vested on February 1, 2021, and the remaining underlying shares vest in 24 equal monthly installments on the first day of each month thereafter.

4. The reporting person received an option to purchase Common Stock from the issuer on February 17, 2021. The underlying shares vest in 36 equal monthly installments following the grant date.

Remarks:

Exhibit List: Exhibit 24.1 - Power of Attorney

	/s/ Josh Savitz, attorney-in-fact	08/05/2022
	** 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 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).
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.