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
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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 *
HEP INVESTMENTS LLC 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)
(Last) (First) (Middle)
2804 ORCHARD LAKE RD, STE 205 3. Date of Earliest Transaction (MM/DD/YYYY)
4/28/2015
(Street)
KEEGO HARBOR, MI 48302
(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 4/28/2015 P 299400 A $0.1331 1540527 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
Common Stock Purchase Warrant $0.15 9/19/2014 P 166667 9/19/2014 9/19/2019 (4) Common Stock 166667 (2) 38090000 D (1)
Common Stock Purchase Warrant $0.1 12/8/2014 P 84700 12/8/2014 12/8/2019 (4) Common Stock 84700 (2) 38174700 D (1)
Common Stock Purchase Warrant $0.1 2/27/2015 P 227500 2/27/2015 2/27/2019 (4) Common Stock 227500 (2) 38402200 D (1)
Common Stock Purchase Warrant $0.1 3/27/2015 P 135000 3/27/2015 3/27/2019 (4) Common Stock 135000 (2) 38537200 D (1)
Common Stock Purchase Warrant $0.1 4/15/2015 P 155000 4/15/2015 4/15/2019 (4) Common Stock 155000 (2) 38692200 D (1)
Common Stock Purchase Warrant $0.1 4/17/2015 P 62800 4/17/2015 4/17/2019 (4) Common Stock 62800 (2) 38755000 D (1)
Convertible Debt $0.15 9/19/2014 P 1666667 9/19/2014 9/19/2016 (4) Common Stock 1666667 $250000 40421667 D (1)
Convertible Debt $0.1 12/8/2014 P 847000 12/8/2014 12/8/2016 (4) Common Stock 847000 $84700 41268667 D (1)
Convertible Debt $0.1 2/27/2015 P 2275000 2/27/2015 2/27/2017 (4) Common Stock 2275000 $227500 43543667 D (1)
Convertible Debt $0.1 3/27/2015 P 1350000 3/27/2015 3/27/2017 (4) Common Stock 1350000 $135000 44893667 D (1)
Convertible Debt $0.1 4/15/2015 P 1550000 4/15/2015 4/15/2017 (4) Common Stock 1550000 $155000 46443667 D (1)
Convertible Debt $0.1 4/17/2015 P 628000 4/17/2015 4/17/2017 (4) Common Stock 628000 $62800 47071667 D (1)
Accrued Interest converting into Common Stock (5) 4/28/2015 P 7774165 12/2/2011 4/17/2017 (4) Common Stock 7774165 (3) 54845832 D (1)
Explanation of Responses:
( 1) HEP Investments has sold participation interests to certain persons in such securities 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 Sixth 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
