UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
(Amendment No. 13)
 
Under the Securities Exchange Act of 1934

Barfresh Food Group Inc.
(Name of Issuer)

Common Stock
(Title of Class of Securities)

067532101
(CUSIP Number)

Adam D. Averbach, Esq.
c/o Lazarus Management Company LLC
3200 Cherry Creek South Drive, Suite 670
Denver, CO  80209
(303) 500-8821
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 30, 2016
(Date of event which requires filing of this statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box ☐
 
 
 
 
SCHEDULE 13D
 
CUSIP No. 067532101
 
1
NAMES OF REPORTING PERSONS
 
 
 
 
 
 
Lazarus Management Company LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
 
(b)
☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
 
PF, OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☒
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
Colorado
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
 
17,237,548
 
 
 
 
8
SHARED VOTING POWER
 
 
 
0
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
 
17,237,548
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
17,237,548
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
14.2%
 
 
 
 
14
TYPE OF REPORTING PERSON
 
 
 
IA
 
 
 
 
 
2
 
SCHEDULE 13D
 
CUSIP No. 067532101
 
1
NAMES OF REPORTING PERSONS
 
 
 
 
 
 
Justin B. Borus
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
 
(b)
☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
 
PF, OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
United States
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
 
17,237,548
 
 
 
 
8
SHARED VOTING POWER
 
 
 
0
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
 
17,237,548
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
17,237,548
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
14.2%
 
 
 
 
14
TYPE OF REPORTING PERSON
 
 
 
IN/HC
 
 
 
 
 
 
3
 
SCHEDULE 13D
 
CUSIP No. 067532101
 
1
NAMES OF REPORTING PERSONS
 
 
 
 
 
 
Lazarus Investment Partners LLLP
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
 
(b)
☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
 
PF, OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
 
17,234,548
 
 
 
 
8
SHARED VOTING POWER
 
 
 
0
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
 
17,234,548
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
17,234,548
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
14.2%
 
 
 
 
14
TYPE OF REPORTING PERSON
 
 
 
PN
 
 
 
 
 
 
4
 
SCHEDULE 13D
 
CUSIP No. 067532101
 
1
NAMES OF REPORTING PERSONS
 
 
 
 
 
 
Lazarus Macro Micro Partners LLLP
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
 
(b)
☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
 
PF, OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
 
3,000
 
 
 
 
8
SHARED VOTING POWER
 
 
 
0
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
 
3,000
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
3,000
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
0.0%
 
 
 
 
14
TYPE OF REPORTING PERSON
 
 
 
PN
 
 
 
 
 
 
5
 
 
 
Explanatory Note
 
 
This Amendment No. 13 amends and supplements the statement on Schedule 13D originally filed by Lazarus Management Company LLC ("Lazarus Management"), Justin B. Borus and Lazarus Investment Partners LLLP ("Lazarus Partners") on September 25, 2013, as amended from time to time (the "Schedule 13D").  This Schedule 13D is also filed on behalf of Lazarus Macro Micro Partners LLLP ("Macro Micro Partners" and collectively with Lazarus Management, Mr. Borus and Lazarus Partners, the "Reporting Persons").  All capitalized terms contained herein but not otherwise defined shall have the meaning ascribed to such terms in the Schedule 13D.  The information set forth in response to each Item shall be deemed to be a response to all Items where such information is relevant.

Reporting Persons are filing this Amendment No. 13 to report a decrease in the percentage of common stock owned by the Reporting Persons resulting from an increase in the aggregate number of shares of the Issuer's common stock outstanding based on information contained in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 30, 2016.

Item 5.  Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby supplemented by adding the following:

Reference is made to items 7, 9, 11 and 13 of pages 2-5 of this Schedule 13D, which items are incorporated by reference.  The securities reported on this Schedule consist of 12,421,318 shares of common stock and warrants to purchase an additional 4,813,230 shares of common stock held by Lazarus Partners.  The securities reported on this Schedule 13D that are held by Macro Micro Partners consists of 3,000 shares of common stock.  The calculation of percentage of beneficial ownership in Item 13 of pages 2-5 was calculated using information obtained from the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 21, 2016 in which the Issuer stated that there were 100,891,304 shares of common stock outstanding as of November 21, 2016 and information contained in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 30, 2016 in which the Issuer stated that it had issued an additional 15,625,000 shares of common stock.

Item 7.  Material to Be Filed as Exhibits.

Exhibit A:
   
Joint Filing Agreement, dated as of December 2, 2016, by and among Lazarus Management Company LLC, Lazarus Investment Partners LLLP, Lazarus Macro Micro Partners LLLP and Justin B. Borus.
 
 
 
 
6
 
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  December 2, 2016
 


LAZARUS MANAGEMENT COMPANY LLC
 
By: /s/ Justin B. Borus
Name: Justin B. Borus
Title:  Manager
 
 
LAZARUS INVESTMENT PARTNERS LLLP
 
By: Lazarus Management Company LLC
       its General Partner
 
By: /s/ Justin B. Borus
Name: Justin B. Borus
Title:  Manager 
 
LAZARUS MACRO MICRO PARTNERS LLLP
 
By: Lazarus Management Company LLC
       its General Partner
 
By: /s/ Justin B. Borus
Name: Justin B. Borus
Title:  Manager
 
 
/s/ Justin B. Borus
Justin B. Borus
 
 
 

 
7