Amended Statement of Ownership (sc 13g/a)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Amendment No. 1)

Under the Securities and Exchange Act of 1934

GUARDION HEALTH SCIENCES, INC.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

4014Q203

(CUSIP Number)

December 31, 2020

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 4014Q203

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only) Edward B. Grier III
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b)
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

1,079,089

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

1,079,089

SHARED DISPOSITIVE POWER

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,079,089
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES N/A
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.22% as of November 12, 2020
12		TYPE OF REPORTING PERSON IN

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CUSIP No. 4014Q203

Item 1(a).	Name of Issuer:

	Guardion Health Sciences, Inc. (the “Issuer”)

Item 1(b).

Address of Issuer’s Principal Executive Offices:

15150 Avenue of Science, Suite 200

San Diego, California 92128

Item 2(a).	Name of Person Filing:

	Edward B. Grier III (the “Reporting Person”)

Item 2(b).

Address of Principal Business Office or, if none, Residence:

444 E. 82^nd St., Apt 11U

New York, New York 10028

Item 2(c).	Citizenship:

	The Reporting Person is a citizen of the United States of America.

Item 2(d).	Title of Class of Securities:

	Common Stock, $0.001 par value (the “Common Stock”)

Item 2(e).	CUSIP Number:

	4014Q203

Item 3.

If this statement is filed pursuant to Section 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

☒	Not Applicable

(a)	☐	Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).

(b)

☐

Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

☐

Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

☐

Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

☐

Investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E).

(f)

☐

Employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F).

(g)

☐

Parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G).

(h)

☐

Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

(i)

☐

Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3).

(j)

☐

Non-US institution in accordance with Section 240.13d-1(b)(1)(ii)(J).

(k)

☐

Group, in accordance with Section 240.13d-1(b)(1)(ii)(K).

If filing as non-US institution in accordance with Section 240.13d-1(b)(1)(ii)(J), please specify the type of institution:______________________.

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CUSIP No. 4014Q203

Item 4.

Ownership.

a) Amount Beneficially Owned:

1,079,089

(b) Percent of Class:

1.22% based on 88,327,312 shares issued and outstanding on November 12, 2020.

(i) sole power to vote or to direct the vote:

1,079, 089

(ii) shared power to vote or to direct the vote:

(iii) sole power to dispose or to direct the disposition of:

1,079,089

(iv) shared power to dispose or to direct the disposition of:

Item 5.	Ownership of Five Percent or Less of a Class.

	☒ Prior to the date hereof, the reporting person ceased to be the beneficial owner of more than 5%.

Item 6.	Ownership of More than Five Percent on Behalf of Another Person.

	Not Applicable.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

	Not Applicable.

Item 8.	Identification and Classification of Members of the Group.

	Not Applicable.

Item 9.	Notice of Dissolution of Group.

	Not Applicable.

Item 10.

Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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CUSIP No. 4014Q203

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.