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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* STROME MARK E (Last) (First) (Middle) 100 WILSHIRE BLVD, SUITE 1750 (Street) SANTA MONICA CA 90401 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Zivo Bioscience, Inc. [ OTCQB: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) 11/20/2017
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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)
			Code	V	Amount	(A) or (D)	Price

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Stock Purchase Warrant	$0.1	11/21/2017		P		666,667		11/21/2017	11/20/2022	Common Stock	666,667	$0(1)(2)	666,667	I	See footnote(3)(4)
Common Stock Purchase Warrant	$0.1	11/21/2017		P		333,333		11/21/2017	11/20/2022	Common Stock	333,333	$0(5)	1,000,000	I	See footnote(3)(4)
Convertible Debt	$0.1	06/28/2018		P		$691,187		06/28/2018	04/01/2019	Common Stock	6,911,870	$691,187(6)	$21,911,870(7)	I	See footnote(3)(4)
Common Stock Purchase Warrant	$0.1	06/07/2018		P		16,000,000		06/07/2018	06/01/2023	Common Stock	16,000,000	$0(8)	16,000,000	I	See footnote(3)(4)
Common Stock Purchase Warrant	$0.1	06/07/2018		P		9,000,000		06/07/2018	06/01/2023	Common Stock	9,000,000	$0(8)	9,000,000	I	See footnote(3)(4)

1. Name and Address of Reporting Person* STROME MARK E (Last) (First) (Middle) 100 WILSHIRE BLVD, SUITE 1750 (Street) SANTA MONICA CA 90401 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Strome Alpha Fund L P (Last) (First) (Middle) 100 WILSHIRE BLVD SUITE 1750 (Street) SANTA MONICA CA 90401 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* STROME INVESTMENT MANAGEMENT LP (Last) (First) (Middle) 100 WILSHIRE BLVD, SUITE 1750 (Street) SANTA MONICA CA 90401 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* STROME GROUP, INC. (Last) (First) (Middle) 100 WILSHIRE BLVD., SUITE 1750 (Street) SANTA MONICA CA 90401 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* STROME MEZZANINE FUND, LP (Last) (First) (Middle) 100 WILSHIRE BLVD., SUITE 1750 (Street) SANTA MONICA CA 90401 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Strome Mezzanine Fund, L.P. ("Strome Mezzanine") entered into a Participation Agreement dated July 21, 2017 (the "Participation Agreement") with HEP Investments, LLC ("HEP") and Zivo Bioscience, Inc. ("Zivo"), as amended by the Amendment to Participation Agreement, Guaranty, Warrants and Amended and Restated Registration Rights Agreement dated November 15, 2017 (the "Amendment"), which added Strome Alpha Fund LP ("Strome Alpha") as a party to the Participation Agreement. A copy of the Participation Agreement was filed with Strome Mezzanine's Schedule 13D on July 31, 2017, and a copy of the Amendment was filed with Strome Mezzanine's Schedule 13D/A on November 21, 2017. Under the terms of the Participation Agreement, Strome Mezzanine and Strome Alpha agreed to fund a portion of a Ninth Amended and Restated Secured Promissory Note made by Zivo in favor of HEP.

2. As additional consideration for Strome Mezzanine's funding of the Participation Agreement and to encourage Strome Mezzanine's continued investment in Zivo, Laith Yaldoo, the Manager of HEP, assigned this warrant to Strome Mezzanine. No valuation of this portion of the consideration was assigned.

3. This filing is made on behalf of Strome Mezzanine, Strome Alpha, Strome Investment Management, LP, Strome Group, Inc., and Mark Strome (together,the "Reporting Persons"). Strome Investment Management, LP is the general partner of Strome Mezzanine and Strome Alpha. Strome Group, Inc. is the general partner of Strome Investment Management, LP. Mark Strome is the President and CEO of Strome Group, Inc. Strome Investment Management, LP, Strome Group, Inc., and Mark Strome may be deemed to share voting and investment power for the shares held by Strome Mezzanine and Strome Alpha.

4. Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934 (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities reported herein.

5. As additional consideration for Strome Alpha's funding of the Participation Agreement and to encourage Strome Alpha's continued investment in Zivo, Laith Yaldoo, the Manager of HEP, assigned this warrant to Strome Alpha. No valuation of this portion of the consideration was assigned.

6. On June 28, 2018, Strome Mezzanine, Strome Alpha, HEP and Zivo entered into the First Amended and Restated Participation Agreement (the "A&R Participation Agreement"). Under the terms of the A&R Participation Agreement, Strome Mezzanine purchased a participation right in the Eleventh Amended and Restated Senior Secured Promissory Note dated May 16, 2018 (the "Eleventh A&R Note") in the amount of $691,187. The Eleventh A&R Note accrues interest at a rate of eleven percent per annum. The principal amount of the Eleventh A&R Note and accrued interest are convertible to Common Stock of Zivo at $0.10 per share.

7. Under the A&R Participation Agreement, upon conversion Strome Mezzanine and Strome Alpha will receive shares of Common Stock equal to the principal and one-half of the accrued interest but unpaid interest, converted at $0.10 per share. If all of the principal and accrued but unpaid interest were converted as of the date hereof, Strome Mezzanine and Strome Alpha would receive a combined 22,952,461 shares of Common Stock. Under the terms of the A&R Participation Agreement, Strome Mezzanine would receive 17,697,804 shares upon conversion , and Strome Alpha would receive 5,254,657 of the shares issued upon conversion. A copy of the A&R Participation Agreement was filed with Strome Mezzanine's Schedule 13D on October 24, 2018, and a copy of the Eleventh A&R Note was filed with Zivo's Form 8-K on May 18, 2018.

8. Under the terms of the A&R Participation Agreement, in consideration of Strome Mezzanine purchasing a participation right in the Eleventh A&R Note, Zivo issued this warrant to Strome Mezzanine.

	Kenneth R. Powell, Attorney-in-Fact by Power of Attorney	10/24/2018
	** Signature of Reporting Person	Date
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