Brooke Robert T. Form 4 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. [ STVFD ]

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)

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

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
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).
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