Rudelius Robert James Form 4 PetVivo / Robert James Rudelius 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^*

Rudelius Robert James

(Last) (First) (Middle)

5251 EDINA INDUSTRIAL BLVD

(Street)

EDINA MN 55439

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PetVivo Holdings, Inc. [ PETV ]

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)
12/28/2018

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	12/10/2018		X		45,000	A	$0.3	226,727	D
Common Stock	12/10/2018		X		12,500	A	$0.3	239,727	D
Common Stock	12/10/2018		J		19,167(3)	A	$0.3	258,394	D
Common Stock	12/11/2018		O		25,000	A	$0.3	283,394	D
Common Stock	12/11/2018		J		8,333(7)	A	$0.3	291,727	D
Common Stock	12/11/2018		J		172,406(4)	A	$51,722	464,133	D
Common Stock	12/11/2018		O		25,861	A	$0.3	489,994	D
Common Stock	12/11/2018		J		8,621(6)	A	$0.3	498,615	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
Common Stock Warrant	$0.3	12/10/2018		X			45,000	12/07/2017	12/07/2020	Common Stock	45,000(2)	$0.3	125,000	D
Common Stock Warrant	$0.3	12/10/2018		X			12,500	08/20/2018	08/20/2023	Common Stock	12,500(2)	(1)	112,500	D
Common Stock Warrant	$0.3	12/11/2018		O			25,000	09/24/2018	09/24/2021	Common Stock	25,000(2)	$50,000	87,500	D
Common Stock Warrant	$0.3	12/11/2018		A		25,861		12/11/2018	12/31/2018	Common Stock	25,861(5)	$51,722	113,361	D
Common Stock Warrant	$0.3	12/11/2018		O			25,861	12/11/2018	12/31/2018	Common Stock	25,861(5)	$51,722	87,500	D

Explanation of Responses:

1. 100,000 warrants were granted to Robert Rudelius on August 20, 2018 pursuant to his Director Agreement; these warrants vest quarterly over a two-year period in equal tranches of 12,500, have a term of 5 years, and a strike price of $1.00 per warrant. Mr. Rudelius exercised 12,500 warrants that he was granted pursuant to his Director Agreement.

2. These warrants were exercised pursuant to a special, one-time Discounted Warrant Exercise Agreement whereby all warrant-holders were given the option to exercise their warrants at $.30 per warrant on or before December 15th, 2018.

3. A Stock Transfer Agreement was entered into between John Lai and Robert Rudelius pursuant to entering into the Discounted Warrant Exercise Agreement mentioned in note 2 above and called for the transfer of common stock shares from John Lai to Robert Rudelius in the amount of one-third the amount of warrants exercised pursuant to the Discounted Warrant Exercise Agreement; 19,167 shares were transferred to Robert Rudelius from John Lai pursuant to this agreement

4. Pursuant to a Bridge Promissory Note Conversion Agreement, Mr. Rudelius converted $51,721.86 in debt owed to him into 172,406 shares of common stock at a rate of $.30 per share.

5. Pursuant to a Bridge Promissory Note Conversion Agreement, Mr. Rudelius received, and subsequently exercised, 1 warrant for every $2 of the outstanding balance of his Note. The warrants had a strike price of $.30 per warrant, vested immediately, and an expiration date of December 31, 2018.

6. Pursuant to a Bridge Promissory Note Conversion Agreement, Mr. Rudelius entered into a Stock Transfer Agreement whereby he received 8,621 shares of common stock from John Lai; this number was calculated using a 3-to-1 warrant to share issuance rate (1 share was transferred for every 3 warrants exercised).

7. A Stock Transfer Agreement was entered into between John Lai and Robert Rudelius pursuant to entering into the Discounted Warrant Exercise Agreement mentioned in note 2 above and called for the transfer of common stock shares from John Lai to Robert Rudelius in the amount of one-third the amount of warrants exercised pursuant to the Discounted Warrant Exercise Agreement; 8,333 shares were transferred to Robert Rudelius from John Lai pursuant to this agreement.

	/s/ Robert Rudelius	12/28/2018
	** Signature of Reporting Person	Date
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