Replies to post #48 on Safe and Green Holdings Corp (SGBX)

[ALERTS100%to10000%GAIN]

SGBX~~Item 4. Ownership
(a) Amount beneficially owned:
As of December 11, 2019, Bigger Capital beneficially owned 385,700 shares of Common Stock.

Bigger GP, as the general partner of Bigger Capital, may be deemed to beneficially own the 385,700 shares of Common Stock beneficially owned by Bigger Capital.

As of December 11, 2019, District 2 CF beneficially owned 1,666,600 shares of Common Stock.

District 2, as the investment manager of District 2 CF, may be deemed to beneficially own the 1,666,600 shares of Common Stock beneficially owned by District 2 CF.

District 2 GP, as the general partner of District 2 CF, may be deemed to beneficially own the 1,666,600 shares of Common Stock beneficially owned by District 2 CF.

District 2 Holdings, as the managing member of District 2 GP, may be deemed to beneficially own the 1,666,600 shares of Common Stock beneficially owned by District 2 CF.

Mr. Bigger, as the managing member of Bigger GP and the managing member of District 2 Holdings, may be deemed to beneficially own the (i) 385,700 shares of Common Stock beneficially owned by Bigger Capital and (ii) 1,666,600 shares of Common Stock beneficially owned by District 2 CF.

The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any shares of Common Stock owned by another Reporting Person. Each of Bigger GP and Mr. Bigger disclaims beneficial ownership of the shares of Common Stock beneficially owned by Bigger Capital. Each of District 2, District 2 GP, District 2 Holdings and Mr. Bigger disclaims beneficial ownership of the shares of Common Stock beneficially owned by District 2 CF. The filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities.

(b) Percent of class:
The following percentages are based on 23,157,791 shares of Common Stock outstanding as of December 10, 2019, as represented in the Company’s Prospectus Supplement filed under Rule 424(b)(4) with the Securities and Exchange Commission on December 11, 2019.

As of the close of business on December 11, 2019, (i) each of Bigger Capital and Bigger GP may be deemed to beneficially own approximately 1.7% of the outstanding shares of Common Stock, (ii) each of District 2 CF, District 2, District 2 GP and District 2 Holdings may be deemed to beneficially own 2.2% of the outstanding shares of Common Stock and (iii) Mr. Bigger may be deemed to beneficially own approximately 8.9% of the outstanding shares of Common Stock.

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CUSIP No. 78418A307

(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
See Cover Pages Items 5-9.

(ii) Shared power to vote or to direct the vote
See Cover Pages Items 5-9.

(iii) Sole power to dispose or to direct the disposition of
See Cover Pages Items 5-9.

(iv) Shared power to dispose or to direct the disposition of
See Cover Pages Items 5-9.

Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Bigger GP and Mr. Bigger may be deemed to share voting and dispositive power over the shares of Common Stock beneficially owned by Bigger Capital. District 2, District 2 GP, District 2 Holdings and Mr. Bigger may be deemed to share voting and dispositive power over the shares of Common Stock beneficially owned by District 2 CF.

Item 7. Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable.

Item 8. Identification and Classification of Members of the Group.
See Exhibit 99.1.

Item 9. Notice of Dissolution of Group.
Not Applicable.

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Item 10. Certifications.
By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.



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CUSIP No. 78418A307

SIGNATURE

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: December 20, 2019

BIGGER CAPITAL FUND, LP BIGGER CAPITAL FUND GP, LLC

By: Bigger Capital Fund GP, LLC, its general partner By:
/s/ Michael Bigger

Michael Bigger
By:
/s/ Michael Bigger

Managing Member
Michael Bigger
Managing Member
DISTRICT 2 CAPITAL LP

DISTRICT 2 CAPITAL FUND LP By:
/s/ Michael Bigger

Michael Bigger
By: District 2 GP LLC, its general partner Managing Member

By:
/s/ Michael Bigger


Michael Bigger DISTRICT 2 HOLDINGS LLC
Managing Member
By:
/s/ Michael Bigger

Michael Bigger
DISTRICT 2 GP LLC Managing Member

By:
/s/ Michael Bigger


Michael Bigger
/s/ Michael Bigger

Managing Member MICHAEL BIGGER


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