| 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. [ STVFD ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 07/15/2016 | ||||||||||||||||||||||||||
| 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 | ||||||
| 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 | ||||||||
| Option Award (right to buy)(1) | $2.1 | 05/21/2015 | A | 40,000 | 05/21/2015 | 05/21/2025 | common stock | 40,000 | $0.00 | 40,000 | D | ||||
| Option Award (right to buy)(2) | $0.5 | 07/15/2016 | A | 415,000 | 01/01/2017 | 07/15/2026 | common stock | 415,000 | $0.00 | 455,000 | D | ||||
| Restricted Stock Unit Award | $0.00(3) | 07/15/2016 | A | 510,585 | (4) | (4) | common stock | 510,585 | $0.00(3) | 965,585 | D | ||||
| Explanation of Responses: |
| 1. Of the 40,000 options granted on May 21, 2015, 10,000 vested on each of November 21, 2015 and May 21, 2016 and 100,000 will vest on each of November 21, 2016, and May 21, 2017 |
| 2. Of the 415,000 options granted on July 15, 2016, 103,750 options will vest on each of January 1, 2017, July 1, 2017, January 1, 2018, and July 1, 2018 |
| 3. Each Restricted Stock Unit (RSU) represents the right to receive, at settlement, one share of common stock. This transaction represents the issuance of RSUs, rather than the issuance of shares in common stock, which will occur on their scheduled vesting date |
| 4. Of the 510,585 of the RSUs, 255,293 will vest on March 1, 2017, and 255,292 will vest on March 1, 2018. The RSU will vest immediately upon a corporate change of control, or if the individual is terminated for any reason other than a "For Cause" termination |
| Remarks: |
| /s/Robert Brooke | 08/17/2016 | |
| ** 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. | ||
