ZIVO Bioscience (ZIVO) Form 4 Zivo Bioscience / Alison A Cornell ownership change

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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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^*

Cornell Alison A

(Last) (First) (Middle)

362 MORNING GLORY LANE

(Street)

MARCO ISLAND FL 34145

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/05/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. 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	06/05/2024		A		60,724	A	(3)	144,578	D
Common Stock	06/05/2024		A		95,134	A	$7.96	239,712	D

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
Nonstatutory Stock Option to Purchase Common Stock	$26.88(1)	06/05/2024		D			3,179(1)	(2)	10/11/2031	Common Stock	3,179	(3)	0	D
Nonstatutory Stock Option to Purchase Common Stock	$21.66(1)	06/05/2024		D			2,632(1)	(2)	07/27/2032	Common Stock	2,632	(3)	0	D
Nonstatutory Stock Option to Purchase Common Stock	$17.16(1)	06/05/2024		D			707(1)	(2)	12/15/2032	Common Stock	707	(3)	0	D
Nonstatutory Stock Option to Purchase Common Stock	$15.66(1)	06/05/2024		D			23,240(1)	(2)	12/18/2032	Common Stock	23,240	(3)	0	D
Nonstatutory Stock Option to Purchase Common Stock	$16.74(1)	06/05/2024		D			3,626(1)	(4)	06/11/2033	Common Stock	3,626	(3)	0	D

Explanation of Responses:

1. The share amount and exercise price have been adjusted from the amount reported on a previous Form 4 to reflect a 1 for 6 reverse stock split of the Issuer's stock in October 2023.

2. The canceled options were fully vested.

3. The Issuer canceled options for an aggregate 33,384 shares of the Issuer's common stock granted to the Reporting Person on 10/12/2021, 7/28/2022, 12/16/2022, 12/19/2022, and 6/12/2023. In exchange for the canceled options, the Reporting Person received 60,724 shares of restricted stock.

4. The canceled option was issued pursuant to the 2021 Equity Incentive Plan on 6/12/2023 and vested as follows: 25% on the first three 3-month anniversaries of the grant, and 25% on the day prior to the Company's 2024 Annual Meeting of Stockholders, subject to the reporting person's continuous service on each applicable vesting date.

	/s/ Alison Cornell	06/06/2024
	** 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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