| 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Vitality Biopharma, Inc. [ VBIO ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 01/25/2019 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | 01/25/2019 | J(1) | 1,402,813 | A | (1) | 2,005,689 | D | |||
| Common Stock | 01/25/2019 | J(1) | 467,604 | A | (1) | 685,228 | I | By The Feighan Family Fund LLC(2) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Warrants (right to buy) | $3 | 01/25/2019 | J(3) | 502,500 | 10/22/2018 | 10/22/2023 | Common Stock | 502,500 | (3) | 0 | D | ||||
| Common Stock Warrants (right to buy) | $3 | 01/25/2019 | J(3) | 167,500 | 10/22/2018 | 10/22/2023 | Common Stock | 167,500 | (3) | 0 | I | By The Feighan Family Fund LLC(2) | |||
| Explanation of Responses: |
| 1. Pursuant to that certain Amendment to Securities Purchase Agreement dated January 18, 2019 (the "Amendment") to a Securities Purchase Agreement dated October 19, 2018 (the "SPA"), the Reporting Person was issued additional shares of the Issuer's common stock for no additional consideration effective upon receipt by the Issuer of warrants issued to the Reporting Person pursuant to the SPA (the "Warrants"). |
| 2. The securities are held by The Feighan Family Fund LLC, an entity beneficially owned by Edward F. Feighan (the "LLC"). Mr. Feighan may be deemed to indirectly beneficially own securities held directly by the LLC and disclaims beneficial ownership of all such securities. |
| 3. Pursuant to the Amendment, the Warrants were cancelled. |
| /s/ Edward F. Feighan | 01/29/2019 | |
| ** 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 Number. | ||
