Initial Statement of Beneficial Ownership (3)
November 21 2017 - 6:31PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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
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1. Name and Address of Reporting Person
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Strome Alpha Fund L P
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2. Date of Event Requiring Statement (MM/DD/YYYY)
11/17/2017
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3. Issuer Name
and
Ticker or Trading Symbol
Zivo Bioscience, Inc. [OTCQB:ZIVO]
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(Last)
(First)
(Middle)
100 WILSHIRE BLVD 15TH FL
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
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X
___ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Street)
SANTA MONICA, CA 90401
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
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X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Common Stock Purchase Warrant
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11/17/2017
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11/16/2022
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Common Stock
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250000
(1)
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$0.1
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D
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Common Stock Purchase Warrant
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11/17/2017
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11/16/2019
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Common Stock
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8333333
(1)
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$0.1
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D
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Convertible Debt
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11/17/2017
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9/30/2018
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Common Stock
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5000000
(1)
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$0.1
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I
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By Participation Agreement
(2)
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Explanation of Responses:
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(1)
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Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934 (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities reported herein.
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(2)
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The Reporting Person has entered into a Participation Agreement dated July 21, 2017 (the "Participation Agreement") with HEP Investments, LLC ("HEP") and Zivo Bioscience, Inc. ("Zivo"), as amended by the Amendment to Participation Agreement, Guaranty, Warrants and Amended and Restated Registration Rights Agreement dated November 15, 2017 (the "Amendment"), under which the Reporting Person has funded $500,000 of a Ninth Amended and Restated Senior Secured Promissory Note made by Zivo in favor of HEP (the "Note") and may demand that HEP convert the Reporting Person's portion of the Note. A copy of the Participation Agreement was filed with Strome Mezzanine Fund LP's Schedule 13D on July 31, 2017, and a copy of the Amendment was filed with Strome Mezzanine Fund, LP's Schedule 13D/A on November 21, 2017.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Strome Alpha Fund L P
100 WILSHIRE BLVD 15TH FL
SANTA MONICA, CA 90401
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X
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Signatures
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Kenneth R. Powell, Attorney-in-Fact by Power of Attorney
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11/21/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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