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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Zivo Bioscience, Inc. [ ZIVO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/02/2021 | ||||||||||||||||||||||||||
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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 | ||||||
| Common Stock | 06/02/2021 | C(1) | 326,286 | A | $8 | 326,286 | I | By entity(2)(3) | ||
| Common Stock | 06/02/2021 | P | 40,000 | A | $4.99 | 203,601 | I | By trust | ||
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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 | ||||||||
| Common Stock Purchase Warrant | $5.5 | 06/02/2021 | P | 40,000 | 06/02/2021 | 06/02/2026 | Common Stock | 40,000 | $0.01 | 40,000 | I | By trust(3) | |||
| Convertible Debt | $8 | 06/02/2021 | C | 2,191,187 | (4) | (4) | Common Stock | 326,286 | $0 | 0 | I | By entity(2)(3) | |||
| Common Stock Purchase Warrant | $8 | 07/24/2022 | J(5) | 3,125 | 07/24/2017 | 07/24/2022 | Common Stock | 3,125 | $0 | 0 | I | By entity(2)(3) | |||
| Common Stock Purchase Warrant | $8 | 09/25/2022 | J(5) | 3,125 | 09/25/2017 | 09/25/2022 | Common Stock | 3,125 | $0 | 0 | I | By entity(2)(3) | |||
| Common Stock Purchase Warrant | $8 | 11/20/2022 | J(5) | 208,333 | 11/20/2017 | 11/20/2022 | Common Stock | 208,333 | $0 | 0 | I | By entity(2)(3) | |||
| Common Stock Purchase Warrant | $8 | 11/20/2022 | J(5) | 8,333 | 11/20/2017 | 11/20/2022 | Common Stock | 8,333 | $0 | 0 | I | By entity(2)(3) | |||
| Common Stock Purchase Warrant | $8 | 11/20/2022 | J(5) | 3,125 | 11/20/2017 | 11/20/2022 | Common Stock | 3,125 | $0 | 0 | I | By entity(2)(3) | |||
| Common Stock Purchase Warrant | $8 | 11/20/2022 | J(5) | 104,166 | 11/20/2017 | 11/20/2022 | Common Stock | 104,166 | $0 | 0 | I | By entity(2)(3) | |||
| Common Stock Purchase Warrant | $8 | 11/20/2022 | J(5) | 4,166 | 11/20/2017 | 11/20/2022 | Common Stock | 4,166 | $0 | 0 | I | By entity(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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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. The reported transaction resulted from the conversion of convertible debt into shares of common stock at $8.00. |
| 2. This filing is made on behalf of Strome Mezzanine Fund, L.P ("Strome Mezzanine"), Strome Alpha Fund LP ("Strome Alpha"), Strome Investment Management, LP, Strome Group, Inc., and Mark Strome (together, the "Reporting Persons"). Strome Investment Management, LP is the general partner of Strome Mezzanine. 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 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 (the "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. |
| 4. The convertible debt was convertible at any time prior to, and did not expire until, the repayment or conversion of the convertible debt in full. |
| 5. Expiration of long derivative position (warrant) without value received. |
| Mark E. Strome | 10/30/2023 | |
| Mark E. Strome, as President of General Partner, on behalf of Strome Mezzanine Fund, LP | 10/30/2023 | |
| Mark E. Strome, as President of General Partner, on behalf of Strome Alpha Fund, L.P. | 10/30/2023 | |
| Mark E. Strome, as President of General Partner, on behalf of Strome Investment Management, LP | 10/30/2023 | |
| Mark E. Strome, as President, on behalf of Strome Alpha Fund, L.P. | 10/30/2023 | |
| ** 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. | ||