FORM 4 [X] 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 *

Garofalo Frank J
2. Issuer Name and Ticker or Trading Symbol

SIGMA LABS, INC. [ SGLB ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
_____ Officer (give title below)    __X__ Other (specify below)
Former Director
(Last)          (First)          (Middle)

3900 PASEO DEL SOL
3. Date of Earliest Transaction (MM/DD/YYYY)

1/28/2020
(Street)

SANTA FE, NM 87507
(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

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
Series E Preferred Stock (1)$1.03 1/28/2020  A   16.67    1/28/2020  (1)Common Stock 31756 (2)$1500.00 16.67 D  
Warrants to Purchase Common Stock $1.13 1/28/2020  A   24272    7/29/2020 7/28/2025 Common Stock 24272 $0.00 (1)24272 D  

Explanation of Responses:
(1) Pursuant to a Securities Purchase Agreement between the Company and the Reporting Person, the Reporting Person purchased 16.67 shares of the Company's Series E Preferred Stock (the "Preferred Shares") and warrants to purchase 24,272 shares of the Company's Common Stock for an aggregate purchase price of $25,000 or $1,500 per Preferred Share (the "Stated Value"). Dividends accrue on a monthly basis of 9% per annum and shall increase the Stated Value. The holder shall have the right to convert the Preferred Shares into common shares at a conversion rate determined by dividing the Conversion Amount by $1.03. The Conversion Amount is the sum of the Stated Value (including as a result of accrued dividends) plus the amount of any dividend that, but for the conversion, would have accrued at the dividend rate for the three year period commencing January 28, 2020. The Preferred Shares have no expiration date.
(2) Represents the maximum amount of common shares issuable upon conversion as described in footnote 1.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Garofalo Frank J
3900 PASEO DEL SOL
SANTA FE, NM 87507



Former Director

Signatures
/s/ Frank J. Garofalo2/26/2020
**Signature of Reporting PersonDate

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