UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~August~~ November 1614, ~~2013~~2014

UMAMI SUSTAINABLE SEAFOOD INC.

(Exact Name of Registrant as Specified in its Charter)

Nevada	000-52401	98-06360182
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

1230 Columbia Street, Suite 440 San Diego, California		92101
(Address of Principal Executive Offices)		(Zip Code)

(619) 544-9177
(Registrant’s Telephone Number, Including Area Code)

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 240.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 51.0201. ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

On ~~August~~November 1614, ~~2013~~2014, Baja Aqua Farms, S.A. de C.V. (“Baja”), a subsidiary of Umami Sustainable Seafood , Inc. (~~the~~ “~~Company~~Umami”), ~~appointed~~entered ~~Timothy Fitzpatrick~~into toa ~~serve~~definitive asAgreement ~~Chief~~on ~~Executive~~Purchase ~~Officer~~ of Shares (the ~~Company~~“Purchase Agreement”) with J-Trading, ~~effective immediately~~Inc., Ina ~~connection~~Japanese ~~with~~company ~~his~~(the ~~appointment~~“Purchaser”) asand ~~Chief~~Integral ~~Executive Officer~~Partners Corporation, ~~Mr.~~a ~~Fitzpatrick~~private-equity ~~will~~fund ~~step~~based ~~down~~in ~~from~~Tokyo, ~~his~~Japan ~~position~~(“Integral”). ~~as Chief~~Integral ~~Financial~~is ~~Officer~~supporting of the ~~Company,~~Purchaser ~~effective~~with ~~August~~funding for ~~16,~~the ~~2013~~transaction.

~~Also~~Pursuant onto ~~August~~the 16terms of the Purchase Agreement, ~~2013~~Baja agreed to sell, and the ~~Company~~Purchaser agreed to purchase, shares of Kali Tuna d.o.o. (“Kali”) that represent 100% of Kali’s ~~Board~~share capital, for total consideration of ~~Directors~~1.2 billion Japanese Yen (~~the~~approximately ~~“Board”~~US$10.2 million), ~~appointed~~subject Mrto certain closing adjustments. ~~Fitzpatrick~~Kali toalso ~~serve~~owns as100% of the share capital of M.B. Lubin d.o.o. Including the assumption of Kali debt, the total enterprise value of the transaction is approximately US$35.4 million. Kali, a ~~director~~limited liability company organized under the laws of the ~~Board~~Republic of Croatia, ~~effective~~is ~~immediately~~an Atlantic Bluefin Tuna farming operation located in the Adriatic Sea off the coast of Croatia.

~~Mr.~~The ~~Fitzpatrick,~~Purchase ~~46,~~Agreement ~~served~~includes ascustomary ~~the Company’s Chief Financial Officer since January 5~~representations, ~~2012. He was general counsel of Mindray Medical International Limited~~warranties, ~~a medical device~~ ~~company~~covenants, ~~from~~and ~~September~~indemnification ~~2006~~provisions to(subject ~~June 2011. Prior~~ to ~~joining~~limitations ~~Mindray,~~set ~~Mr.~~forth ~~Fitzpatrick worked as an attorney~~ in the ~~United~~Purchase ~~States~~ Agreement), and ~~Hong Kong. Mr. Fitzpatrick received his M.B.A. from~~ the ~~Kellog-HKUST~~closing ~~Executive~~of ~~MBA Program in Hong Kong, his J.D. from~~ the ~~University~~transaction ofis ~~California,~~conditioned ~~Los~~upon ~~Angeles,~~customary ~~his~~closing Mconditions.~~A. from the University of California, San Diego, and his B.A. from Hamilton College.~~

The ~~terms~~foregoing description of ~~Mr. Fitzpatrick’s employment agreement (~~the ~~“Employment~~Purchase Agreement”) ~~entered~~does ~~into in connection with his appointment as Chief~~not ~~Financial~~purport ~~Officer of the Company will continue~~ to ~~govern~~be ~~his~~complete ~~employment~~and ~~with~~is ~~the~~qualified ~~Company as Chief Executive Officer. The terms of the Employment Agreement are described~~ in ~~the~~its ~~Current~~entirety ~~Report~~by onreference Form 8-K filed with the Securities and Exchange Commission on January 6, 2012. In connection with Mr. Fitzpatrick’s appointment as Chief Executive Officer, the Company entered into a Non-Plan Stock Unit Award Agreement (the “Award Agreement”), dated August 16, 2013, with Mr. Fitzpatrick, pursuant to ~~which Mr. Fitzpatrick was granted 2~~,~~000,000~~ ~~restricted~~and ~~stock~~should ~~units~~be ~~(the “RSUs”).~~read ~~The RSUs will vest~~ in ~~equal~~conjunction ~~twenty-five percent installments on each of the first four six-month anniversaries of the award date~~with, ~~subject to Mr. Fitzpatrick’s continued employment with~~ the ~~Company.~~full ~~The foregoing description of the Award Agreement is qualified in its entirety by reference to the~~ text of the ~~Award~~Purchase Agreement, which is ~~attached~~filed as Exhibit 102.1 hereto and incorporated herein by reference.

~~There~~Item ~~was no agreement or arrangement entered into between the Company and Mr~~9. ~~Fitzpatrick in connection with Mr~~01. ~~Fitzpatrick’s~~Financial ~~appointment~~Statements toand ~~the Company’s Board~~Exhibits.

There was no arrangement or understanding between Mr. Fitzpatrick and any other person pursuant to which Mr. Fitzpatrick was appointed Chief Executive Officer or as a director of the Company. There are no family relationships between Mr. Fitzpatrick and any director or executive officer of the Company, and Mr. Fitzpatrick has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(ad) ~~of Regulation S-K.~~ Exhibits

Item 7.01 Regulation FD Disclosure.

	Exhibit No.	Description

	2.1	Agreement on Purchase of Shares of Kali Tuna d.o.o., dated November 14, 2014, by and between Baja Aqua Farms, S.A. de C.V. as seller and J-Trading, Inc. as purchaser.*

On* ~~August~~Schedules ~~16,~~and ~~2013,~~exhibits ~~the~~have ~~Company~~been ~~issued a~~omitted ~~press~~pursuant ~~release~~to ~~announcing the management changes set forth in~~ Item 601(b)(2) ~~5.02~~ of ~~this~~Regulation ~~Current Report on Form 8~~S-K. AUmami ~~copy~~hereby ofagrees ~~the~~to ~~Company’s press~~furnish ~~release~~supplementally iscopies ~~furnished with this Current Report on Form 8-K and attached hereto as Exhibit 99.1. Exhibit 99.1 shall not be deemed “filed” for purposes~~ of ~~Section~~any 18 of the ~~Securities~~omitted ~~Exchange~~schedules ~~Act~~and ~~of 1934, as amended (the “Exchange~~exhibits ~~Act”),~~upon orrequest ~~otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated~~ by ~~reference into any filing of~~ the ~~Company under the~~ Securities ~~Act~~and ~~of 1933, as amended, or the~~ Exchange ~~Act~~Commission.

~~Item 9.01 Financial Statements and Exhibits.~~ SIGNATURES

~~(d)~~Pursuant ~~Exhibits~~to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~10.1~~UMAMI ~~Umami~~SUSTAINABLE ~~Sustainable~~SEAFOOD ~~Seafood Inc~~INC. ~~Non-Plan~~By: ~~Stock~~/s/ ~~Unit~~Timothy ~~Award~~P. ~~Agreement,~~Fitzpatrick ~~dated~~Timothy ~~August 16, 2013, between Umami Sustainable Seafood Inc~~P. ~~and~~Fitzpatrick ~~Tim~~Chief ~~Fitzpatrick.~~Executive Officer

~~99.1~~ Date: ~~Press~~November ~~Release~~20, ~~dated August 16, 2013.~~2014

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, on the 16th day of August 2013.

UMAMI SUSTAINABLE SEAFOOD, INC. By: /s/ Timothy P. Fitzpatrick Timothy P. Fitzpatrick Chief Executive Officer

Filing Compare · Umami Sustainable Seafood Inc.