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^*

LoConti Joseph E.

(Last)

(First)

(Middle)

200 PARK AVENUE

SUITE 400

(Street)

ORANGE VILLAGE

44122

(City)

(State)

(Zip)

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

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)
01/25/2019

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, par value $0.001 per share	01/25/2019		J⁽¹⁾		930,557	A	⁽¹⁾	1,263,891	D
Common Stock, par value $0.001 per share	01/25/2019		J⁽¹⁾		907,292	A	⁽¹⁾	1,281,042	I	By 4260 Winchell Road, LLC
Common Stock, par value $0.001 per share	01/25/2019		J⁽¹⁾		3,540,763	A	⁽¹⁾	6,130,479	I	By Tower IV LLC
Common Stock, par value $0.001 per share								30,000	I	By Paragon Small Cap Fund I, LP

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)
Warrant	$2	01/25/2019		J⁽¹⁾			166,667	08/29/2018	08/29/2023	Common Stock	166,667	⁽²⁾	0	D
Warrant	$3	01/25/2019		J⁽¹⁾			325,000	10/22/2018	10/22/2023	Common Stock	325,000	⁽²⁾	0	I	By 4260 Winchell Road, LLC
Warrant	$3	01/25/2019		J⁽¹⁾			1,556,666	10/22/2018	10/22/2023	Common Stock	1,566,666	⁽²⁾	0	I	By Tower IV LLC

Explanation of Responses:

1. These securities were issued to the Reporting Person pursuant to that certain Amendment to Securities Purchase Agreement, dated January 18, 2019 (the "SPA Amendment"), in exchange for the surrender of warrants previously issued to the Reporting Person and the release of certain claims against the Issuer and certain related parties.

2. These warrants were surrendered pursuant to the SPA Amendment.

	/s/Joseph E. LoConti	02/07/2019
	** 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).
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