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 *

Lai John		 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                    __X__ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
CEO and President
(Last)          (First)          (Middle)

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

2/24/2023
(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 2/24/2023  A(1)  60600 A (2)1138592 (3)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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
(1) This award ("Award") was granted under the PetVivo Holdings, Inc. Amended and Restated 2020 Equity Incentive Plan ("2020 Plan") in the form of restricted stock units ("RSU's) which will be settled in shares of the Company's common stock on a one-for-one basis. The Award vests in six equal installments, with 10,100 RSU's vesting on March 1, 2023 and 10,100 RSU's vesting on the first day of each month thereafter such that all RSU's will be fully-vested as of August 1, 2023, subject to Mr. Lai's continued employment with the Issuer through each applicable vesting date.
(2) Mr. Lai voluntarily agreed to accept this Award in lieu of receiving cash for his salary payments during the six month period beginning on March 1, 2023 and expiring on August 31, 2023 (the 'Interim Period"). The Compensation Committee calculated the total number of shares to be issued to Mr. Lai by taking (A) Mr. Lai's salary during the Interim Period ($175,000) divided by (B) the volume weighted average closing price of the Issuer's common stock during the 10 day period preceding February 22, 2023 ($2.8878), rounded up to the nearest whole share.
(3) Includes 160,600 shares that will be issued over time upon vesting and settlement of RSU's granted to Mr. Lai under the 2020 Plan.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Lai John
5251 EDINA INDUSTRIAL BLVD
EDINA,, MN 55439		XXCEO and President
Signatures
/s/ John Lai2/24/2023
**Signature of Reporting PersonDate
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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