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* Scott Sterling C. (Last) (First) (Middle) 2315 GEORGIA VILLAGE WAY (Street) SILVER SPRING MD 20902 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol GROWLIFE, INC. [ PHOT ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) X Other (specify below) Former Officer and Director
	3. Date of Earliest Transaction (Month/Day/Year) 10/09/2014
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/09/2014		S		2,446,900	D	$0.05	48,599,499(1)(2)(3)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Footnote (1) will be divided into (A) and (B) - (A) Excludes the Note, the Jordan Note, and the Andrew Note (each as hereinafter defined). On September 10, 2014, Sterling Scott sold his entire interest in that certain 6% Senior Secured Convertible Note (the "Note") to Jordan Wedam Scott ("Jordan") and Andrew J. Gentile ("Andrew") in a private transaction for $413,680, which Note was originally issued by GrowLife, Inc., a Delaware corporation (formerly known as Phototron Holdings, Inc.) (the "Company") on April 5, 2012, to Mr. Scott. As of September 10, 2014, the Note and all accrued and unpaid interest on the Note was convertible into 68,247,565 shares of common stock of the Company. Jordan is Sterling Scott's independent adult son.

2. Footnote 1 (B) - There is no family or other relationship between Andrew and Sterling Scott. As a result of that sale, the Note was split up so that in its place GrowLife issued to (i) Jordan a new 6% Senior Secured Convertible Note in the principal amount of $263,680 with the original issue date of March 16, 2013, amended September 10, 2014 (the "Jordan Note"), and (ii) Andrew a new 6% Senior Secured Convertible Note in the principal amount of $150,000 with the original issue date of March 16, 2013, amended September 10, 2014 (the "Andrew Note"). As a result of that transaction, Sterling Scott holds -0- derivate securities in the Company.

3. Footnote (2) - Following the transaction, Sterling Scott still beneficially owns 48,599,499 shares of common stock, of which Sterling Scott's wife owns 1,598,981 shares, representing 5.1% of the outstanding stock of the Company.

Remarks:

Item 5 appears to indicate there are three Footnotes. In actuality, there are two Footnotes; Footnote 1(A) and Footnote (1(B) and Footnote (2).

	Sterling C. Scott	10/15/2014
	** Signature of Reporting Person	Date
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