Brooke Robert T. Form 4/A Vitality Biopharma / Robert T. Brooke 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^*

Brooke Robert T.

(Last) (First) (Middle)

1901 AVENUE OF THE STARS

2ND FLOOR

(Street)

LOS ANGELES CA 90067

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Vitality Biopharma, Inc. [ VBIO ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/15/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)
08/17/2016

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	07/15/2016		A(1)		510,585(1)	A	$0	965,585	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

Explanation of Responses:

1. The Form 4 filed on August 17, 2016 listed 510,585 RSU's as vesting on March 1, 2017 and March 1, 2018. This was reported incorrectly. The shares awarded were not RSU's, they were restricted common stock. The vesting of the restricted common stock was initially granted with the following vesting schedule: 255,293 of the shares shall vest on March 1, 2017 and 255,292 of the shares shall vest on March 1, 2018. That restricted common stock award was amended and restated with the following vesting schedule: 255,293 of the shares shall vest on January 1, 2018 and 255,292 of the shares shall vest on March 1, 2018. Further, the restricted common stock award was amended and restated a second time with the following vesting schedule: 510,585 of the shares shall vest on January 1, 2019.

Remarks:

The purpose of the amendment is to correct an error in the original Form 4 filed on August 17, 2016. The restricted common stock in Table I was incorrectly reported as RSU's on Table II.

	/S/ Robert T. Brooke	04/25/2019
	** Signature of Reporting Person	Date
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