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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X
 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*
STROME MARK E
(Last) (First) (Middle)
1688 MERIDIAN AVENUE
SUITE 727
(Street)
MIAMI BEACH FL 33139
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Zivo Bioscience, Inc. [ ZIVO ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/02/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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
Common Stock 06/02/2021 C(1) 326,286 A $8 326,286 I By entity(2)(3)
Common Stock 06/02/2021 P 40,000 A $4.99 203,601 I By trust
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
Common Stock Purchase Warrant $5.5 06/02/2021 P 40,000 06/02/2021 06/02/2026 Common Stock 40,000 $0.01 40,000 I By trust(3)
Convertible Debt $8 06/02/2021 C 2,191,187 (4) (4) Common Stock 326,286 $0 0 I By entity(2)(3)
Common Stock Purchase Warrant $8 07/24/2022 J(5) 3,125 07/24/2017 07/24/2022 Common Stock 3,125 $0 0 I By entity(2)(3)
Common Stock Purchase Warrant $8 09/25/2022 J(5) 3,125 09/25/2017 09/25/2022 Common Stock 3,125 $0 0 I By entity(2)(3)
Common Stock Purchase Warrant $8 11/20/2022 J(5) 208,333 11/20/2017 11/20/2022 Common Stock 208,333 $0 0 I By entity(2)(3)
Common Stock Purchase Warrant $8 11/20/2022 J(5) 8,333 11/20/2017 11/20/2022 Common Stock 8,333 $0 0 I By entity(2)(3)
Common Stock Purchase Warrant $8 11/20/2022 J(5) 3,125 11/20/2017 11/20/2022 Common Stock 3,125 $0 0 I By entity(2)(3)
Common Stock Purchase Warrant $8 11/20/2022 J(5) 104,166 11/20/2017 11/20/2022 Common Stock 104,166 $0 0 I By entity(2)(3)
Common Stock Purchase Warrant $8 11/20/2022 J(5) 4,166 11/20/2017 11/20/2022 Common Stock 4,166 $0 0 I By entity(2)(3)
1. Name and Address of Reporting Person*
STROME MARK E
(Last) (First) (Middle)
1688 MERIDIAN AVENUE
SUITE 727
(Street)
MIAMI BEACH FL 33139
(City) (State) (Zip)
1. Name and Address of Reporting Person*
STROME MEZZANINE FUND, LP
(Last) (First) (Middle)
1688 MERIDIAN AVENUE
SUITE 727
(Street)
MIAMI BEACH FL 33139
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Strome Alpha Fund L P
(Last) (First) (Middle)
1688 MERIDIAN AVENUE
SUITE 727
(Street)
MIAMI BEACH FL 33139
(City) (State) (Zip)
1. Name and Address of Reporting Person*
STROME INVESTMENT MANAGEMENT LP
(Last) (First) (Middle)
1688 MERIDIAN AVENUE
SUITE 727
(Street)
MIAMI BEACH FL 33139
(City) (State) (Zip)
1. Name and Address of Reporting Person*
STROME GROUP, INC.
(Last) (First) (Middle)
1688 MERIDIAN AVENUE
SUITE 727
(Street)
MIAMI BEACH FL 33139
(City) (State) (Zip)
Explanation of Responses:
1. The reported transaction resulted from the conversion of convertible debt into shares of common stock at $8.00.
2. This filing is made on behalf of Strome Mezzanine Fund, L.P ("Strome Mezzanine"), Strome Alpha Fund LP ("Strome Alpha"), Strome Investment Management, LP, Strome Group, Inc., and Mark Strome (together, the "Reporting Persons"). Strome Investment Management, LP is the general partner of Strome Mezzanine. Strome Group, Inc. is the general partner of Strome Investment Management, LP. Mark Strome is the President and CEO of Strome Group, Inc. Strome Investment Management, LP, Strome Group, Inc., and Mark Strome may be deemed to share voting and investment power for the shares held by Strome Mezzanine and Strome Alpha.
3. Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934 (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities reported herein.
4. The convertible debt was convertible at any time prior to, and did not expire until, the repayment or conversion of the convertible debt in full.
5. Expiration of long derivative position (warrant) without value received.
Mark E. Strome 10/30/2023
Mark E. Strome, as President of General Partner, on behalf of Strome Mezzanine Fund, LP 10/30/2023
Mark E. Strome, as President of General Partner, on behalf of Strome Alpha Fund, L.P. 10/30/2023
Mark E. Strome, as President of General Partner, on behalf of Strome Investment Management, LP 10/30/2023
Mark E. Strome, as President, on behalf of Strome Alpha Fund, L.P. 10/30/2023
** 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).
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