John P Gandolfo Form 3 Odyssey Group International / JOHN P GANDOLFO ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person^*

GANDOLFO JOHN P

(Last) (First) (Middle)

2372 MORSE AVE.

(Street)

IRVINE CA 92614

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/23/2019

3. Issuer Name and Ticker or Trading Symbol
Odyssey Group International, Inc. [ ODYY ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit (Right to Buy)	(1)	(2)	ODYY - Common Stock	500,000	(1)	D

Explanation of Responses:

1. The vesting of the RSU (Units) is as follows: 200,000 shares vest October 23, 2019, 200,000 vest on October 23, 2020 and 100,000 shares vest on October 23, 2021, subject to the Grantee's continuous service on the Company's Board of Directors through the applicable vesting date. If not forfeited, vesting of the Units will be accelerated and will vest in full immediately upon the closing of a Corporate Transaction, provided that Grantee provides Continuous Service to the Company through the date such Corporate Transaction is closed. Vested Units will be settled by delivering to Grantee a number of shares equal to the number of vested Units on the earlier of the date on which the Grantee's Continuous Service ends, or the closing of a Corporate Transaction.

2. No expiration.

	/s/ Christine M. Farrell, Attorney-in-Fact for John P. Gandolfo	12/10/2019
	** 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 5 (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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