FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

FITZPATRICK TIM 		2. Issuer Name and Ticker or Trading Symbol

Umami Sustainable Seafood Inc. [ UMAM ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Financial Officer
(Last)          (First)          (Middle)

C/O UMAMI SUSTAINABLE SEAFOOD INC, 1230 COLUMBIA STREET, SUITE 440 		3. Date of Earliest Transaction (MM/DD/YYYY)

1/5/2012
(Street)

SAN DIEGO, CA 92101
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Employee Stock Option (Right to Buy)   $1.60   1/5/2012     A      875000         (1) 1/4/2017   Common Stock   875000   $0   875000   D    
Restricted Stock Units     (2) 7/1/2012     A      500000         (2)   (2) Common Stock   500000   $0   500000   D    

Explanation of Responses:
( 1)  Forty-five percent of the option is scheduled to vest in six substantially equal semi-annual installments, with the first such installment vesting on July 5, 2012, and the vesting of the remaining fifty-five percent of the option is subject to the occurrence of an equity offering of the issuer's securities as provided in the reporting person's employment agreement with the issuer, subject in each case to the reporting person's continued employment with the issuer through the vesting date.
( 2)  Each restricted stock unit represents a contingent right to receive, upon vesting, one share of the issuer's common stock. The vesting of the restricted stock units is subject to a performance condition within 18 months after the date of grant, subject to the reporting person's continued employment with the issuer through the date of its occurrence.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
FITZPATRICK TIM
C/O UMAMI SUSTAINABLE SEAFOOD INC
1230 COLUMBIA STREET, SUITE 440
SAN DIEGO, CA 92101

Chief Financial Officer

Signatures
/s/ Tim Fitzpatrick 7/18/2012
** 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 control number.
Umami Sustainable Seafood (CE) (USOTC:UMAM)
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