SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HEP INVESTMENTS LLC

(Last)

(First)

(Middle)

2804 ORCHARD LAKE RD

STE 205

(Street)

KEEGO HARBOR

48320

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Zivo Bioscience, Inc. [ ZIVO ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
04/29/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/29/2016		P		107,064	A	$0.08	1,338,628	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock Purchase Warrant	$0.1	05/01/2015		P		237,200		05/01/2015	05/01/2020⁽⁴⁾	Common Stock	237,200	⁽²⁾	55,083,032	D⁽¹⁾
Common Stock Purchase Warrant	$0.1	06/26/2015		P		250,000		06/26/2015	06/26/2020⁽⁴⁾	Common Stock	250,000	⁽²⁾	55,333,032	D⁽¹⁾
Common Stock Purchase Warrant	$0.1	07/07/2015		P		250,000		07/07/2015	07/07/2020⁽⁴⁾	Common Stock	250,000	⁽²⁾	55,583,032	D⁽¹⁾
Common Stock Purchase Warrant	$0.1	09/02/2015		P		250,000		09/02/2015	09/02/2020⁽⁴⁾	Common Stock	250,000	⁽²⁾	55,833,032	D⁽¹⁾
Common Stock Purchase Warrant	$0.1	10/08/2015		P		250,000		10/08/2015	10/08/2020⁽⁴⁾	Common Stock	250,000	⁽²⁾	56,083,032	D⁽¹⁾
Common Stock Purchase Warrant	$0.1	10/29/2015		P		250,000		10/29/2015	10/29/2020⁽⁴⁾	Common Stock	250,000	⁽²⁾	56,333,032	D⁽¹⁾
Common Stock Purchase Warrant	$0.1	01/27/2016		P		250,000		01/27/2016	01/27/2021⁽⁴⁾	Common Stock	250,000	⁽²⁾	56,583,032	D⁽¹⁾
Common Stock Purchase Warrant	$0.1	03/01/2016		P		250,000		03/01/2016	03/01/2021⁽⁴⁾	Common Stock	250,000	⁽²⁾	57,333,032	D⁽¹⁾
Convertible Debt	$0.1	05/01/2015		P		2,372,200		05/01/2015	05/01/2017⁽⁴⁾	Common Stock	2,372,200	$237,200	59,705,232	D⁽¹⁾
Convertible Debt	$0.12	06/05/2015		D			250,000	⁽⁶⁾	⁽⁶⁾	Common Stock	250,000	$30,000	59,455,232	D⁽¹⁾
Convertible Debt	$0.1	06/26/2015		P		2,500,000		06/26/2015	06/26/2017⁽⁴⁾	Common Stock	2,500,000	$250,000	61,955,232	D⁽¹⁾
Convertible Debt	$0.1	07/07/2015		P		2,500,000		03/27/2015	03/27/2017⁽⁴⁾	Common Stock	2,500,000	$250,000	64,455,232	D⁽¹⁾
Convertible Debt	$0.1	09/02/2015		P		2,500,000		04/15/2015	04/15/2017⁽⁴⁾	Common Stock	2,500,000	$250,000	66,955,232	D⁽¹⁾
Convertible Debt	$0.12	09/24/2015		D			250,000	⁽⁷⁾	⁽⁷⁾	Common Stock	250,000	$30,000	66,705,232	D⁽¹⁾
Convertible Debt	$0.1	10/08/2015		P		2,500,000		10/08/2015	10/08/2017⁽⁴⁾	Common Stock	2,500,000	$250,000	69,205,232	D⁽¹⁾
Convertible Debt	$0.1	10/29/2015		P		2,500,000		10/29/2015	10/29/2017⁽⁴⁾	Common Stock	2,500,000	$250,000	71,705,232	D⁽¹⁾
Convertible Debt	$0.1	01/27/2016		P		2,500,000		01/27/2016	01/27/2018⁽⁴⁾	Common Stock	2,500,000	$250,000	74,205,232	D⁽¹⁾
Convertible Debt	$0.1	03/01/2016		P		2,500,000		03/01/2016	03/01/2018⁽⁴⁾	Common Stock	2,500,000	$250,000	81,705,232	D⁽¹⁾
Accrued Interest converting into Common Stock	⁽⁵⁾	04/15/2016		P		5,902,729		12/02/2011	03/01/2018⁽⁴⁾	Common Stock	5,902,729	⁽³⁾	87,607,961	D⁽¹⁾

Explanation of Responses:

1. Certain persons have acquired participation interests in such debt and none of these persons, individually, owns an interest in more than 5% of the Issuer's Common Stock, except for Christopher D. Maggiore, who owns more than a 5% interest in the Issuer's Common Stock.

2. These warrants are for that number of securities which correspond to the number of securities for the corresponding tranche of convertible debt held by the Reporting Person pursuant to the Seventh Amended and Restated Senior Secured Promissory Note delivered by the Issuer to the Reporting Person (the "Convertible Note").

3. This represents paid-in-kind interest on the Convertible Debt already held by the Reporting Person.

4. Unless the maturity date of the respective tranches are extended beyond these expiration dates by the Reporting Person pursuant to the terms of the Convertible Note.

5. $.10 to $.30

6. The debt was converted to stock on 6/5/15.

7. The debt was converted to stock on 9/24/15.

	/s/ Laith Yaldoo, Manager	04/29/2016
	** 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).
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