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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
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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 * Panariello Anthony 2. Issuer Name and Ticker or Trading Symbol Healthier Choices Management Corp. [ HCMC ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)         (First)         (Middle)
3214 SW 53RD COURT
3. Date of Earliest Transaction (MM/DD/YYYY)
3/30/2021
(Street)
HOLLYWOOD, FL 33321
(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  3/30/2021    D    68750000 (1) D(2) $0  481250000  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 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 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 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option  $0.0001                   (3)(4) 2/1/2027  Common Stock  1000000000    1000000000  D   

Explanation of Responses:
(1)  Shares of common stock granted pursuant to a time-based restricted stock award (RSA). This restricted common stock shall vest in 68,750,000 increments on the last day of each of the next seven calendar quarters commencing June 30, 2021, provided the Reporting Person has provided continuous service to the Issuer through the applicable vesting date. Reporting Person voluntarily forfeited 68,750,000 shares of restricted stock that were to vest on March 31, 2021. The forfeited restricted stock will be deemed authorized but unissued common stock and will be available for future issuance by the Company.
(2)  The Issuer's officers and directors each voluntarily agreed to forfeit 12.5% of their unvested restricted common stock.
(3)  The options are fully vested.
(4)  Pursuant to the terms of the option agreement between the holder and the Issuer, the option may not be exercised if the exercise would result in the holder beneficially owning (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934) in excess of 4.99% of all of the common stock of the Issuer outstanding at such time.

Remarks:
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Explanation of Responses:


** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See 18 U.S. C. 1001 and 15 U.S.C. 78ff(a)
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Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Panariello Anthony
3214 SW 53RD COURT
HOLLYWOOD, FL 33321
X



Signatures
/s/ Anthony Panariello 3/30/2021
**Signature of Reporting Person Date