FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Kalkstein Robert L
2. Issuer Name and Ticker or Trading Symbol

CONVERSION LABS, INC. [ CVLB ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Financial Officer
(Last)          (First)          (Middle)

C/O CONVERSION LABS, INC. 800, THIRD AVE., SUITE 2800,
3. Date of Earliest Transaction (MM/DD/YYYY)

3/1/2019
(Street)

NEW YORK, NY 10022
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Options to purchase Common Stock   $0.28   10/1/2017     J   (1)    150000       10/1/2017   9/30/2027   Common Stock   150000   $0.28   150000   D    
Options to purchase Common Stock   $0.28   3/1/2019     J   (2)    150000       3/31/2019   9/30/2027   Common Stock   150000   $0.28   150000   D    

Explanation of Responses:
(1)  These options were previously reported by Mr. Kalkstein on his Form 3 filed with the Commission on November 13, 2017. Pursuant to an amendment to his consulting agreement with Conversion Labs, Inc., the exercise price of these options were reduced from $0.40 to $0.28.
(2)  Pursuant to an amendment to his consulting agreement with Conversion Labs, Inc., the exercise price of these options were reduced from $0.40 to $0.28 and now vest on March 31, 2019. Additionally, the 200,000 to be issued to Mr. Kalkstein pursuant to his consulting agreement were cancelled and Mr. Kalkstein also has forgone $32,500 owed to him by Conversion Labs, Inc.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Kalkstein Robert L
C/O CONVERSION LABS, INC. 800
THIRD AVE., SUITE 2800,
NEW YORK, NY 10022


Chief Financial Officer

Signatures
/s/ Robert Kalkstein 3/4/2019
** 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).
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