Statement of Changes in Beneficial Ownership (4)
14 October 2020 - 4:32AM
Edgar (US Regulatory)
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 APPROVAL
OMB Number:
3235-0287
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0.5
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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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1. Name and Address of Reporting Person
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STROME MARK E |
2. Issuer Name and Ticker or Trading Symbol
Zivo Bioscience, Inc.
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OTCQB:ZIVO
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
1688 MERIDIAN AVENUE, SUITE 727 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/8/2020 |
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(Street)
MIAMI BEACH, FL 33139
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
| Common Stock Purchase Warrant | $0.12 | 10/8/2020 | | P | | 1500000 | | 10/8/2020 | 10/8/2025 | Common Stock | 1500000 | $0 (1) | 1500000 | I | See footnotes (2)(3) |
| Explanation of Responses: |
| (1) | Strome Mezzanine Fund, L.P. ("Strome Mezzanine") entered into a License Co-Development Participation Agreement dated October 8, 2020 (the "Participation Agreement") with Zivo Bioscience, Inc. ("Zivo"), pursuant to which Strome Mezzanine agreed to fund a portion of the budgeted costs for Zivo's work to enter into certain license agreements. As additional consideration for Strome Mezzanine's funding of the Participation Agreement and to encourage Strome Mezzanine's continued investment in Zivo, Zivo issued this warrant to Strome Mezzanine. No valuation of this portion of the consideration was assigned. |
| (2) | This filing is made on behalf of Strome Mezzanine, 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. |
| (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. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
STROME MARK E
1688 MERIDIAN AVENUE
SUITE 727
MIAMI BEACH, FL 33139 |
| X |
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STROME MEZZANINE FUND, LP
1688 MERIDIAN AVENUE
SUITE 727
MIAMI BEACH, FL 33139 |
| X |
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STROME INVESTMENT MANAGEMENT LP
1688 MERIDIAN AVENUE
SUITE 727
MIAMI BEACH, FL 33139 |
| X |
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STROME GROUP, INC.
1688 MERIDIAN AVENUE
SUITE 727
MIAMI BEACH, FL 33139 |
| X |
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Signatures
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| Mark E. Strome | | 10/9/2020 |
| **Signature of Reporting Person | Date |
| Mark E. Strome, as President of General Partner, on behalf of Strome Mezzanine Fund, LP | | 10/9/2020 |
| **Signature of Reporting Person | Date |
| Mark E. Strome, as President of General Partner, on behalf of Strome Investment Management, LP | | 10/9/2020 |
| **Signature of Reporting Person | Date |
| Mark E. Strome, as President, on behalf of Strome Group, Inc. | | 10/9/2020 |
| **Signature of Reporting Person | Date |
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