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 *

JARVIS STEPHEN
2. Issuer Name and Ticker or Trading Symbol

ICTV Brands Inc. [ ICTV ]
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)

C/O 489 DEVON PARK DRIVE, SUITE 306
3. Date of Earliest Transaction (MM/DD/YYYY)

11/20/2018
(Street)

WAYNE,, PA 19087
(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   11/20/2018     A    100000   A   (1) 646999   (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
Common Stock Purchase Warrant   $0.05   11/20/2018     A      100000       11/20/2018     (3) Common Stock   100000     (4) 100000   D    
Convertible Secured Promissory Note     (5) 11/20/2018     A      $100000   (5)      11/20/2018     (5) Common Stock     (5) $100000   $100000   (5) D    

Explanation of Responses:
(1)  On November 20, 2018, Mr. Jarvis loaned the Company $100,000 on the terms and conditions set forth in a one-year 10% Secured Convertible Promissory Note (the "Note"). As consideration for the loan, the Company issued to Mr. Jarvis (1) 100,000 shares of Common Stock; and (2) a Warrant to purchase up to 100,000 shares of Common Stock.
(2)  Includes 191,667 shares as to which Mr. Jarvis holds exercisable options within 60 days.
(3)  The Common Stock Purchase Warrant does not have an expiration date.
(4)  On November 20, 2018, Mr. Jarvis loaned the Company $100,000 on the terms and conditions set forth in a one-year 10% Secured Convertible Promissory Note (the "Note"). As consideration for the loan, the Company issued to Mr. Jarvis (1) 100,000 shares of Common Stock; and (2) a Warrant to purchase up to 100,000 shares of Common Stock.
(5)  At any time on or before the repayment in full of the Note, Mr. Jarvis has the option, in his sole and absolute discretion, from time to time and at any time, to convert all or any portion of the principal amount of the Note into duly authorized, validly issued, fully paid and non-assessable shares of common stock of the Company at a per share conversion price equal to the average closing price of the Company's Common Stock over the ten trading days prior to November 20, 2018.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
JARVIS STEPHEN
C/O 489 DEVON PARK DRIVE, SUITE 306
WAYNE,, PA 19087
X



Signatures
/s/ Stephen James Barry Jarvis 11/26/2018
** 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.
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