Sec Form 4 Filing - Marchiando Keith @ Zivo Bioscience, Inc. - 2024-06-05

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Marchiando Keith 2. Issuer Name and Ticker or Trading Symbol Zivo Bioscience, Inc. [ ZIVO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) C/O ZIVO BIOSCIENCE, INC., 21 EAST LONG LAKE ROAD, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 06/05/2024 (Street) BLOOMFIELD HILLS, MI48304 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 Nonstatutory Stock Option to Purchase Common Stock $ 67.2 ( 1 ) 06/05/2024 D 27,083 ( 1 ) ( 2 ) 12/31/2030 Common Stock 27,083 ( 3 ) 0 D Nonstatutory Stock Option to Purchase Common Stock $ 33 ( 1 ) 06/05/2024 D 48,000 ( 1 ) ( 4 ) 10/20/2031 Common Stock 48,000 ( 3 ) 0 D Nonstatutory Stock Option to Purchase Common Stock $ 23.64 ( 1 ) 06/05/2024 D 10,333 ( 1 ) ( 5 ) 08/28/2032 Common Stock 10,333 ( 3 ) 0 D Nonstatutory Stock Option to Purchase Common Stock $ 7.96 06/05/2024 A 444,498 ( 6 ) 06/04/2034 Common Stock 444,498 ( 3 ) 444,498 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Marchiando Keith C/O ZIVO BIOSCIENCE, INC. 21 EAST LONG LAKE ROAD, SUITE 100 BLOOMFIELD HILLS, MI48304 Chief Financial Officer Signatures /s/ Keith Marchiando 06/06/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The share amount and exercise price have been adjusted from the amount reported on a previous Form 4 to reflect a 1 for 80 reverse stock split of the Issuer's stock in May 2021 and a 1 for 6 reverse stock split of the Issuer's stock in October 2023, as applicable. ( 2 )The canceled option was fully vested. ( 3 )The Issuer canceled options for an aggregate 85,416 shares of the Issuer's common stock granted to the Reporting Person on 1/1/2021, 10/21/2021, and 8/29/2022. In exchange for the canceled options, the Reporting Person received a replacement option, for 444,498 shares, having an exercise price of $7.96. ( 4 )The canceled option was issued pursuant to the 2021 Equity Incentive Plan on 10/21/2021 and vested as follows: 25% upon acceptance of the grant, and 25% on each of the next three calendar anniversaries of the grant. ( 5 )The canceled option was issued pursuant to the 2021 Equity Incentive Plan on 8/29/2022 and vested as follows: 25% upon acceptance of the grant, and 25% on each of the next three calendar anniversaries of the grant. ( 6 )The option was issued pursuant to the 2021 Equity Incentive Plan and vests as follows: 328,065 immediately upon grant acceptance, 13,551 on July 1, 2024, 13,442 on August 28, 2024, 62,447 on October 21, 2024, 13,551 on January 1, 2025, and 13,442 on August 28, 2025.

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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