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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
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 Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Common Stock Purchase Warrant | $ 0.10 | 09/20/2017 | P | 250,000 | 09/20/2017 | 09/19/2022 | Common Stock | 250,000 | $ 0 (1) | 250,000 (2) | D | ||||
Convertible Debt | $ 0.10 | 09/20/2017 | P | 5,000,000 | 09/20/2017 | 09/30/2018 | Common Stock | 5,000,000 | $ 500,000 | 10,000,000 (2) | I | Participation Agreement (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
STROME MEZZANINE FUND, LP 100 WILSHIRE BLVD., SUITE 1500 SANTA MONICA, CA 90401 |
X |
Kenneth R. Powell, Attorney-in-Fact by Power of Attorney | 10/05/2017 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | The Reporting Person entered into a Participation Agreement dated July 21, 2017 (the "Participation Agreement") with HEP Investments, LLC ("HEP") and Zivo Bioscience, Inc. ("Zivo"), under which the Reporting Person agreed to fund a portion of a Ninth Amended and Restated Secured Promissory Note (the "Note"). Under the terms of the Participation Agreement, Zivo issues warrants to the Reporting Person upon certain funding benchmarks. A copy of the Participation Agreement was filed with the Reporting Person's Schedule 13D on July 31, 2017. |
(2) | Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934 ("Exchange Act"), this filing shall not be deemed an admission that the Reporting Person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities reported herein. |
(3) | Under the Participation Agreement the Reporting Person has funded $1,000,000 of the Note and may demand that HEP convert the Reporting Person's portion of the Note. |