FORM 5
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
[ ] Form 3 Holdings Reported
[ ] Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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 *

Kennedy Terry Joe

2. Issuer Name and Ticker or Trading Symbol

GROW CAPITAL, INC. [GRWC]

5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)

(Last)          (First)          (Middle)

688 CHILDRENS WAY

3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY)
6/30/2019 
(Street)

HENDERSON, NV 89052

(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)
Amount (A) or (D) Price
Common Stock   3/25/2019     A   1970805   A   (1) 0   D    
Common Stock   3/25/2019     A   1017200   A $0.065   0   D    
Common Stock   4/12/2019     A   1666667   A $0.06   10479469   D    
Common Stock   5/22/2018     A   4000000   A $0.025   4000000   I   Footnote   (2)
Common Stock                 2500000   I   Footnote   (3)
Common Stock                 131465   I   Footnote   (4)

Table II - Derivative Securities Acquired, Disposed of, or 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
(MM/DD/YYYY)
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 at End of Issuer's Fiscal Year
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  Shares paid as consideration for consulting services at a price equal to $0.10 per share for the first $50,000 in consulting fees and $0.034 per share for the final $50,000 in consulting fees.
(2)  The Reporting Person is a 50% owner and the manager of Racing 123, LLC.
(3)  The Reporting Person is a 50% owner and the manager of Off the Wall, LLC.
(4)  Shares owned by AF1 Public Relations LLC, an entity wholly-owned by the Reporting Person's wife. The Reporting Person disclaims beneficial ownership of any securities owned directly or indirectly by the Reporting Person's wife.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Kennedy Terry Joe
688 CHILDRENS WAY
HENDERSON, NV 89052

X


Signatures
/s/ Terry Kennedy 8/14/2019
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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