SEC Form SC 13D/A filed by Zivo Bioscience Inc. (Amendment)

Zivo Bioscience, Inc.

(Name of Issuer)

CUSIP No. 98978N 101

SCHEDULE 13D/A

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1

NAME OF REPORTING PERSON

Christopher D. Maggiore

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS (SEE INSTRUCTIONS)

PF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF

SHARES BENEFICIALLY OWNED BY

EACH

REPORTING

PERSON WITH

7

SOLE VOTING POWER

898,285

8

SHARED VOTING POWER

81,459

9

SOLE DISPOSITIVE POWER

898,285

10

SHARED DISPOSITIVE POWER

81,459

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

979,744

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

10.2%

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IN

CUSIP No. 98978N 101

SCHEDULE 13D/A

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(a)

Christopher D. Maggiore

(b)

4788 Nobles Pond Drive NW, Canton Ohio 44718

(c)

Private investor managing a portfolio of businesses and investments

(d)

During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)

United States

(a)

The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

(b)

An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

(c)

A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

CUSIP No. 98978N 101

SCHEDULE 13D/A

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(d)

Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(e)

Any material change in the present capitalization or dividend policy of the Issuer;

(f)

Any other material change in the Issuer’s business or corporate structure;

(g)

Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

(h)

Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i)

A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or

(j)

Any action similar to any of those enumerated above.

(a),(b)

The following table sets forth, as of the date of this Statement, the aggregate number and percentage of outstanding Securities which the Reporting Person may be deemed to beneficially own, as well as the number and percentage of Securities as to which the Reporting Person has or will have the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, and shared power to dispose or to direct the disposition. Securities over which the Reporting Person has or will have sole voting and sole dispositive power include (i) 723,282 shares of Common Stock owned by the Reporting Person, (ii) 101,546 shares of Common Stock issuable upon exercise of warrants owned by the Reporting Person, and (iii) 73,457 shares of Common Stock issuable upon exercise of non-statutory stock options held by the Reporting Person. Securities over which the Reporting Person has shared voting and shared dispositive power relate to shares of Common Stock held in the estate of Robert S. McLain and a related trust as to which the Reporting Person is a co-trustee but with respect to which Reporting Person has no direct or indirect pecuniary interest. The percentage set forth below is based on 9,419,660 shares of Common Stock outstanding as reported in the Issuer’s most recently filed Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022, plus 101,546 shares of Common Stock issuable upon exercise of all warrants owned by the Reporting Person, plus 73,457 shares of Common Stock issuable upon exercise of all non-statutory stock options held by the Reporting Person.

Amount

beneficially

owned

979,744

(c)

The Reporting Person did not effect any transaction in the Issuer’s Common Stock in the last 60 days. On December 16, 2022, the Company awarded to the Reporting Person non-statutory stock options to purchase 4,244 shares of Common Stock at an exercise price of $2.86 per share, which were reported by the Reporting Person as derivative securities in a Form 4 Statement of Changes in Beneficial Ownership filed on December 20, 2022.

(d)

None.

(e)

Not applicable.

CUSIP No. 98978N 101

SCHEDULE 13D/A

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CUSIP No. 98978N 101

SCHEDULE 13D/A

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CHRISTOPHER D. MAGGIORE

Christopher D. Maggiore