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^*

HEP INVESTMENTS LLC

(Last)

(First)

(Middle)

2804 ORCHARD LAKE RD

STE 205

(Street)

KEEGO HARBOR

48302

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
04/28/2015

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	04/28/2015		P		299,400	A	$0.1331	1,540,527	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 (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)
Common Stock Purchase Warrant	$0.15	09/19/2014		P		166,667		09/19/2014	09/19/2019⁽⁴⁾	Common Stock	166,667	⁽²⁾	38,090,000	D⁽¹⁾
Common Stock Purchase Warrant	$0.1	12/08/2014		P		84,700		12/08/2014	12/08/2019⁽⁴⁾	Common Stock	84,700	⁽²⁾	38,174,700	D⁽¹⁾
Common Stock Purchase Warrant	$0.1	02/27/2015		P		227,500		02/27/2015	02/27/2019⁽⁴⁾	Common Stock	227,500	⁽²⁾	38,402,200	D⁽¹⁾
Common Stock Purchase Warrant	$0.1	03/27/2015		P		135,000		03/27/2015	03/27/2019⁽⁴⁾	Common Stock	135,000	⁽²⁾	38,537,200	D⁽¹⁾
Common Stock Purchase Warrant	$0.1	04/15/2015		P		155,000		04/15/2015	04/15/2019⁽⁴⁾	Common Stock	155,000	⁽²⁾	38,692,200	D⁽¹⁾
Common Stock Purchase Warrant	$0.1	04/17/2015		P		62,800		04/17/2015	04/17/2019⁽⁴⁾	Common Stock	62,800	⁽²⁾	38,755,000	D⁽¹⁾
Convertible Debt	$0.15	09/19/2014		P		1,666,667		09/19/2014	09/19/2016⁽⁴⁾	Common Stock	1,666,667	$250,000	40,421,667	D⁽¹⁾
Convertible Debt	$0.1	12/08/2014		P		847,000		12/08/2014	12/08/2016⁽⁴⁾	Common Stock	847,000	$84,700	41,268,667	D⁽¹⁾
Convertible Debt	$0.1	02/27/2015		P		2,275,000		02/27/2015	02/27/2017⁽⁴⁾	Common Stock	2,275,000	$227,500	43,543,667	D⁽¹⁾
Convertible Debt	$0.1	03/27/2015		P		1,350,000		03/27/2015	03/27/2017⁽⁴⁾	Common Stock	1,350,000	$135,000	44,893,667	D⁽¹⁾
Convertible Debt	$0.1	04/15/2015		P		1,550,000		04/15/2015	04/15/2017⁽⁴⁾	Common Stock	1,550,000	$155,000	46,443,667	D⁽¹⁾
Convertible Debt	$0.1	04/17/2015		P		628,000		04/17/2015	04/17/2017⁽⁴⁾	Common Stock	628,000	$62,800	47,071,667	D⁽¹⁾
Accrued Interest converting into Common Stock	⁽⁵⁾	04/28/2015		P		7,774,165		12/02/2011	04/17/2017⁽⁴⁾	Common Stock	7,774,165	⁽³⁾	54,845,832	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

	/s/ Laith Yaldoo	04/30/2015
	** 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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