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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OMB Number: 3235-0287
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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 *

Rudelius Robert James 		2. Issuer Name and Ticker or Trading Symbol

PetVivo Holdings, Inc. [ PETV ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

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

5251 EDINA INDUSTRIAL BLVD 		3. Date of Earliest Transaction (MM/DD/YYYY)

12/28/2018
(Street)

EDINA, MN 55439
(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   12/10/2018     X    45000   A $.30   226727   D    
Common Stock   12/10/2018     X    12500   A $.30   239727   D    
Common Stock   12/10/2018     J    19167   (3) A $.30   258394   D    
Common Stock   12/11/2018     O    25000   A $.30   283394   D    
Common Stock   12/11/2018     J    8333   (7) A $.30   291727   D    
Common Stock   12/11/2018     J    172406   (4) A $51722   464133   D    
Common Stock   12/11/2018     O    25861   A $.30   489994   D    
Common Stock   12/11/2018     J    8621   (6) A $.30   498615   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
Common Stock Warrant   $.30   12/10/2018     X         45000    12/7/2017   12/7/2020   Common Stock   45000   (2) $.30   125000   D    
Common Stock Warrant   $.30   12/10/2018     X         12500    8/20/2018   8/20/2023   Common Stock   12500   (2)   (1) 112500   D    
Common Stock Warrant   $.30   12/11/2018     O         25000    9/24/2018   9/24/2021   Common Stock   25000   (2) $50000   87500   D    
Common Stock Warrant   $.30   12/11/2018     A      25861       12/11/2018   12/31/2018   Common Stock   25861   (5) $51722   113361   D    
Common Stock Warrant   $.30   12/11/2018     O         25861    12/11/2018   12/31/2018   Common Stock   25861   (5) $51722   87500   D    

Explanation of Responses:
(1)  100,000 warrants were granted to Robert Rudelius on August 20, 2018 pursuant to his Director Agreement; these warrants vest quarterly over a two-year period in equal tranches of 12,500, have a term of 5 years, and a strike price of $1.00 per warrant. Mr. Rudelius exercised 12,500 warrants that he was granted pursuant to his Director Agreement.
(2)  These warrants were exercised pursuant to a special, one-time Discounted Warrant Exercise Agreement whereby all warrant-holders were given the option to exercise their warrants at $.30 per warrant on or before December 15th, 2018.
(3)  A Stock Transfer Agreement was entered into between John Lai and Robert Rudelius pursuant to entering into the Discounted Warrant Exercise Agreement mentioned in note 2 above and called for the transfer of common stock shares from John Lai to Robert Rudelius in the amount of one-third the amount of warrants exercised pursuant to the Discounted Warrant Exercise Agreement; 19,167 shares were transferred to Robert Rudelius from John Lai pursuant to this agreement
(4)  Pursuant to a Bridge Promissory Note Conversion Agreement, Mr. Rudelius converted $51,721.86 in debt owed to him into 172,406 shares of common stock at a rate of $.30 per share.
(5)  Pursuant to a Bridge Promissory Note Conversion Agreement, Mr. Rudelius received, and subsequently exercised, 1 warrant for every $2 of the outstanding balance of his Note. The warrants had a strike price of $.30 per warrant, vested immediately, and an expiration date of December 31, 2018.
(6)  Pursuant to a Bridge Promissory Note Conversion Agreement, Mr. Rudelius entered into a Stock Transfer Agreement whereby he received 8,621 shares of common stock from John Lai; this number was calculated using a 3-to-1 warrant to share issuance rate (1 share was transferred for every 3 warrants exercised).
(7)  A Stock Transfer Agreement was entered into between John Lai and Robert Rudelius pursuant to entering into the Discounted Warrant Exercise Agreement mentioned in note 2 above and called for the transfer of common stock shares from John Lai to Robert Rudelius in the amount of one-third the amount of warrants exercised pursuant to the Discounted Warrant Exercise Agreement; 8,333 shares were transferred to Robert Rudelius from John Lai pursuant to this agreement.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Rudelius Robert James
5251 EDINA INDUSTRIAL BLVD
EDINA, MN 55439 		X



Signatures
/s/ Robert Rudelius 12/28/2018
** 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 control number.
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