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*
Santelli Anthony II
(Last) (First) (Middle)
9334 AMBER WOOD DRIVE
(Street)
KIRTLAND, OH 44094
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BLUE BIOFUELS, INC. [ BIOF ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
12/31/2024
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)
Code V Amount (A) or (D) Price
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Call Option $0.121 12/31/2024 A 826,446 12/31/2024 12/11/2029 Stock 826,446 $0 10,865,582 D
Call Option $0.121 12/31/2024 A 826,446 01/01/2025 12/11/2029 Stock 826,446 $0 10,913,028 D
Call Option $0.11 12/31/2024 A 1,173,554 12/31/2024 12/11/2034 Stock 1,173,554 $0 12,086,582 D
Call Option $0.11 12/31/2024 A 1,173,554 01/01/2025 12/11/2034 Stock 1,173,554 $0 13,260,136 D
Call Option $0.11 12/31/2024 A V 3,279,476 (1) 12/11/2034 Stock 3,279,476 $0 16,539,612 D
Explanation of Responses:
1. The options above with an unknown exercisable date vest upon the sooner of revenue from the production of biofuels or the uplisting to a major exchange.
Remarks:
Beneficial ownership totals do not include 9 million unvested options, 5 million with a 10 cent strike price, and 4 million with a 20 cent strike price, all that vest upon an uplisting to a major exchange or upon production commencement. Beneficial ownership does not include derivative securities owned by entities controlled by Reporting Person, which are 3,625,000 warrants owned by AES Capital Resources, LP, and 600,000 warrants owned by AES Capital Partners, LP.
/s/Anthony Santelli II 12/30/2024
** 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.
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