SEC Form 4 · accession 0001713153-17-000003
Zivo Bioscience, Inc. · ZIVO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
STROME MEZZANINE FUND, LP
10% Owner
Period of report
Nov 17, 2017
Accepted (ET)
Nov 21, 2017 · 6:14 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001101026
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock Purchase WarrantF1,F2 | $0.10 | Nov 17, 2017 | P | 16,666,667 | A | Nov 17, 2017 | Nov 16, 2019 | Common Stock | 16,666,667 | 16,666,667 | D |
Explanation of responses
- F1The Reporting Person entered into a Participation Agreement dated July 21, 2017 (the "Participation Agreement") with HEP Investments, LLC ("HEP") and Zivo Bioscience, Inc. ("Zivo"), as amended by the Amendment to Participation Agreement, Guaranty, Warrants and Amended and Restated Registration Rights Agreement dated November 15, 2017 (the "Amendment") under which the Reporting Person agreed to fund a portion of a Ninth Amended and Restated Secured Promissory Note made by Zivo in favor of HEP. Under the terms of the Participation Agreement, Zivo issues warrants to the Reporting Person upon certain funding benchmarks. A copy of the Participation Agreement was filed with the Reporting Person's Schedule 13D on July 31, 2017, and a copy of the Amendment was filed with the Reporting Person's Schedule 13D/A on November 21, 2017.
- F2Pursuant 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 Person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities reported herein.