Sec Form 4 Filing - Masterson Nola E @ 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 Masterson Nola E 2. Issuer Name and Ticker or Trading Symbol Zivo Bioscience, Inc. [ ZIVO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 768 W CALIFORNIA WAY 3. Date of Earliest Transaction (MM/DD/YY) 06/05/2024 (Street) WOODSIDE, CA94062 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 Common Stock 06/05/2024 A 30,010 A 30,876 D Common Stock 06/05/2024 A 84,941 A $ 7.96 115,817 D

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 $ 26.88 ( 1 ) 06/05/2024 D 1,902 ( 1 ) ( 2 ) 10/11/2031 Common Stock 1,902 ( 3 ) 0 D Nonstatutory Stock Option to Purchase Common Stock $ 33 ( 1 ) 06/05/2024 D 4,333 ( 1 ) ( 2 ) 10/20/2031 Common Stock 4,333 ( 3 ) 0 D Nonstatutory Stock Option to Purchase Common Stock $ 21.66 ( 1 ) 06/05/2024 D 2,632 ( 1 ) ( 2 ) 07/27/2032 Common Stock 2,632 ( 3 ) 0 D Nonstatutory Stock Option to Purchase Common Stock $ 17.16 ( 1 ) 06/05/2024 D 707 ( 1 ) ( 2 ) 12/15/2032 Common Stock 707 ( 3 ) 0 D Nonstatutory Stock Option to Purchase Common Stock $ 16.74 ( 1 ) 06/05/2024 D 3,626 ( 1 ) ( 4 ) 06/11/2033 Common Stock 3,626 ( 3 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Masterson Nola E 768 W CALIFORNIA WAY WOODSIDE, CA94062 X Signatures /s/ Nola E. Masterson 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 6 reverse stock split of the Issuer's stock in October 2023. ( 2 )The canceled options were fully vested. ( 3 )The Issuer canceled options for an aggregate 13,200 shares of the Issuer's common stock granted to the Reporting Person on 10/12/2021, 10/21/2021, 7/28/2022, 12/16/2022, and 6/12/2023. In exchange for the canceled options, the Reporting Person received 30,010 shares of restricted stock. ( 4 )The canceled option was issued pursuant to the 2021 Equity Incentive Plan on 6/12/2023 and vests as follows: 25% on the first three 3-month anniversaries of the grant, and 25% on the day prior to the Company's 2024 Annual Meeting of Stockholders, subject to the reporting person's continuous service on each applicable vesting 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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