Strome Form 3 Zivo Bioscience / MARK E STROME ownership change

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^*

STROME INVESTMENT MANAGEMENT LP

(Last) (First) (Middle)

100 WILSHIRE BLVD, SUITE 1750

(Street)

SANTA MONICA CA 90401

(City) (State) (Zip)

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)

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

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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)
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^*

STROME INVESTMENT MANAGEMENT LP

(Last) (First) (Middle)

100 WILSHIRE BLVD, SUITE 1750

(Street)

SANTA MONICA CA 90401

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

STROME GROUP, INC.

(Last) (First) (Middle)

100 WILSHIRE BLVD, SUITE 1750

(Street)

SANTA MONICA CA 90401

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

STROME MARK E

(Last) (First) (Middle)

100 WILSHIRE BLVD, SUITE 1750

(Street)

SANTA MONICA CA 90401

(City) (State) (Zip)

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
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