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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 07/21/2017 | 3. Issuer Name and Ticker or Trading Symbol Zivo Bioscience, Inc. [ OTCQB:ZIVO ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. 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 Beneficially Owned | |||
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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) | |||||||
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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 | ||||
Common Stock Purchase Warrant | 07/21/2017 | 07/20/2022 | Common Stock | 250,000 | 0.1 | I | See Footnote(1)(2)(3) |
Common Stock Purchase Warrant | 09/20/2017 | 09/19/2022 | Common Stock | 250,000 | 0.1 | I | See Footnote(1)(2)(3) |
Common Stock Purchase Warrant | 11/17/2017 | 11/16/2022 | Common Stock | 250,000 | 0.1 | I | See Footnote(1)(2)(3) |
Convertible Debt | 11/17/2017 | 09/30/2018 | Common Stock | 15,000,000 | 0.1 | I | See Footnote(1)(2)(3) |
Common Stock Purchase Warrant | 11/17/2017 | 11/16/2019 | Common Stock | 25,000,000 | 0.1 | I | See Footnote(1)(2)(3) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. Two thirds of the common stock warrants and convertible debt, and the underlying shares of common stock, are held by Strome Mezzanine Fund, LP ("Strome Mezzanine") and one third are held by Strome Alpha Fund, L.P. ("Strome Alpha"). Strome Mezzanine and Strome Alpha received the common stock warrants and convertible debt pursuant to a Participation Agreement dated July 21, 2017 (the "Participation Agreement") with HEP Investments, LLC ("HEP") and Zivo Bioscience, Inc., as amended by the Amendment to Participation Agreement, Guaranty, Warrants and Amended and Restated Registration Rights Agreement dated November 15, 2017 (the "Amendment"). A copy of the Participation Agreement was filed with Strome Mezzanine's Schedule 13D on July 31, 2017, and a copy of the Amendment was filed with Strome Mezzanine's Schedule 13D/A on November 21, 2017. |
2. Strome Investment Management, LP is the general partner of Strome Mezzanine and Strome Alpha. Strome Group, Inc. is the general partner of Strome Investment Management, LP. Mark Strome is the President and CEO of Strome Group, Inc. Strome Investment Management, LP, Strome Group, Inc., and Mark Strome (the "Reporting Persons") may be deemed to share voting and investment power for the shares held by Strome Mezzanine and Strome Alpha. |
3. Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934 ("Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities reported herein. |
Kenneth R. Powell, Attorney-in-Fact by Power of Attorney | 12/01/2017 | |
** 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). | ||
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. |