SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

FEIGHAN EDWARD F

(Last)

(First)

(Middle)

1901 AVENUE OF THE STARS, 2ND FLOOR

(Street)

LOS ANGELES

90067

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/15/2018

3. Issuer Name and Ticker or Trading Symbol
Vitality Biopharma, Inc. [ VBIO ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	602,876⁽¹⁾	D
Common Stock	217,624	I	By The Feighan Family Fund LLC⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock Warrants (right to buy)	10/22/2018	10/22/2023	Common Stock	502,500⁽³⁾	$3	D
Common Stock Warrants (right to buy)	10/22/2018	10/22/2023	Common Stock	167,500	$3	I	By the Feighan Family Fund LLC⁽⁴⁾

Explanation of Responses:

1. In connection with a Securities Purchase Agreement dated October 19, 2018, Mr. Feighan acquired 502,500 shares of the Company's common stock. In connection with a Share Exchange Agreement dated October 19, 2018, Mr. Feighan acquired 100,376 shares of the Company's common stock.

2. In connection with a Securities Purchase Agreement dated October 19, 2018, The Feighan Family Fund LLC, an entity beneficially owned by Mr. Feighan (the "LLC") acquired 167,500 shares of the Company's common stock. In connection with a Share Exchange Agreement dated October 19, 2018, the LLC acquired 50,124 shares of the Company's common stock. Mr. Feighan may be deemed to indirectly beneficially own common stock held directly by the LLC and disclaims beneficial ownership of all such common stock.

3. In connection with a Securities Purchase Agreement dated October 19, 2018, Mr. Feighan received a warrant to purchase 502,500 shares of the Company's common stock.

4. In connection with a Securities Purchase Agreement dated October 19, 2018, The Feighan Family Fund LLC, an entity beneficially owned by Mr.Feighan (the "LLC") received a warrant to purchase 167,500 shares of the Company's common stock. Mr. Feighan may be deemed to indirectly beneficially own common stock held directly by the LLC and disclaims beneficial ownership of all such common stock.

	/s/ Edward F. Feighan	11/21/2018
	** 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 5 (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 Number.