FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *

GANDOLFO JOHN P
2. Date of Event Requiring Statement (MM/DD/YYYY)
10/23/2019 

3. Issuer Name and Ticker or Trading Symbol

Odyssey Group International, Inc. [ODYY]
(Last)        (First)        (Middle)

2372 MORSE AVE.
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                          _____ 10% Owner
_____ Officer (give title below)        _____ Other (specify below)
(Street)

IRVINE, CA 92614      

(City)              (State)              (Zip)
5. 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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit (Right to Buy)  (1) (2)ODYY - Common Stock 500000  (1)D  

Explanation of Responses:
(1) The vesting of the RSU (Units) is as follows: 200,000 shares vest October 23, 2019, 200,000 vest on October 23, 2020 and 100,000 shares vest on October 23, 2021, subject to the Grantee's continuous service on the Company's Board of Directors through the applicable vesting date. If not forfeited, vesting of the Units will be accelerated and will vest in full immediately upon the closing of a Corporate Transaction, provided that Grantee provides Continuous Service to the Company through the date such Corporate Transaction is closed. Vested Units will be settled by delivering to Grantee a number of shares equal to the number of vested Units on the earlier of the date on which the Grantee's Continuous Service ends, or the closing of a Corporate Transaction.
(2) No expiration.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
GANDOLFO JOHN P
2372 MORSE AVE.
IRVINE, CA 92614
X



Signatures
/s/ Christine M. Farrell, Attorney-in-Fact for John P. Gandolfo12/10/2019
**Signature of Reporting PersonDate

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