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 * Emerald Health Sciences Inc. 2. Issuer Name and Ticker or Trading Symbol Emerald Bioscience, Inc. [ EMBI ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)_____ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)         (First)         (Middle)
OFFICE 8262, THE LANDING, 200-375 WATER ST.
3. Date of Earliest Transaction (MM/DD/YYYY)
12/20/2019
(Street)
VANCOUVER, A1 V6B 0M9
(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
Common Stock  12/20/2019    J(1)    40800000  A $4080000  126490167 (2) D   

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
Warrant(Right to Buy)  $0.1  12/20/2019    J (1)       40800000   1/18/2018  1/18/2023  Common Stock  40800000  $0.1  0  D   
7% Convertible Debt  $0.4  12/20/2019    J (1)       4080000    (1)  (1) Common Stock  10200000  $0.4  5036250  D   

Explanation of Responses:
(1)  On 12/20/2019, the Issuer and the Reporting Person entered into a Warrant Exercise Agreement, pursuant to which the Reporting Person exercised warrants to purchase 40,800,000 shares of Common Stock for an exercise price of $4,080,000. The warrants were issued to the Reporting Person as of 1/18/2018 and 2/16/2018, exercisable over 5 years at $0.10 per share. The exercise price for the warrant shares was paid in the form of a reduction of the corresponding amount of outstanding obligations of the Issuer under the Multi Draw Credit Agreement between the Issuer and the Reporting Person (the "Credit Agreement"), thereby reducing the outstanding principal balance, excluding the debt discount, under the Credit Agreement to $2,014,500.
(2)  Consists of (i) 113,953,917 shares of Common Stock; (ii) 7,500,000 shares of Common Stock issuable upon exercise of warrants; and (iii) 5,036,250 shares of Common Stock issuable upon conversion of the outstanding principal and accrued interest associated with the Credit Agreement.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Emerald Health Sciences Inc.
OFFICE 8262
THE LANDING, 200-375 WATER ST.
VANCOUVER, A1 V6B 0M9

X


Signatures
/s/ Stephen Hall, Chief Financial Officer 1/27/2020
**Signature of Reporting Person Date