Masterson Nola E was granted 114,951 shares, increasing direct ownership by 13,274% to 115,817 units (SEC Form 4)
$ZIVO
Biotechnology: Pharmaceutical Preparations
Health Care
| 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 |
|
|||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Zivo Bioscience, Inc. [ ZIVO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 06/05/2024 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| 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 | ||||||
| Common Stock | 06/05/2024 | A | 30,010 | A | (3) | 30,876 | D | |||
| Common Stock | 06/05/2024 | A | 84,941 | A | $7.96 | 115,817 | D | |||
|
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 | ||||||||
| Nonstatutory Stock Option to Purchase Common Stock | $26.88(1) | 06/05/2024 | D | 1,902(1) | (2) | 10/11/2031 | Common Stock | 1,902 | (3) | 0 | D | ||||
| Nonstatutory Stock Option to Purchase Common Stock | $33(1) | 06/05/2024 | D | 4,333(1) | (2) | 10/20/2031 | Common Stock | 4,333 | (3) | 0 | D | ||||
| Nonstatutory Stock Option to Purchase Common Stock | $21.66(1) | 06/05/2024 | D | 2,632(1) | (2) | 07/27/2032 | Common Stock | 2,632 | (3) | 0 | D | ||||
| Nonstatutory Stock Option to Purchase Common Stock | $17.16(1) | 06/05/2024 | D | 707(1) | (2) | 12/15/2032 | Common Stock | 707 | (3) | 0 | D | ||||
| Nonstatutory Stock Option to Purchase Common Stock | $16.74(1) | 06/05/2024 | D | 3,626(1) | (4) | 06/11/2033 | Common Stock | 3,626 | (3) | 0 | D | ||||
| Explanation of Responses: |
| 1. The share amount and exercise price have been adjusted from the amount reported on a previous Form 4 to reflect a 1 for 6 reverse stock split of the Issuer's stock in October 2023. |
| 2. The canceled options were fully vested. |
| 3. The Issuer canceled options for an aggregate 13,200 shares of the Issuer's common stock granted to the Reporting Person on 10/12/2021, 10/21/2021, 7/28/2022, 12/16/2022, and 6/12/2023. In exchange for the canceled options, the Reporting Person received 30,010 shares of restricted stock. |
| 4. The canceled option was issued pursuant to the 2021 Equity Incentive Plan on 6/12/2023 and vests as follows: 25% on the first three 3-month anniversaries of the grant, and 25% on the day prior to the Company's 2024 Annual Meeting of Stockholders, subject to the reporting person's continuous service on each applicable vesting date. |
| /s/ Nola E. Masterson | 06/06/2024 | |
| ** 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. | ||