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^*

JARVIS STEPHEN

(Last)

(First)

(Middle)

C/O 489 DEVON PARK DRIVE, SUITE 306

(Street)

WAYNE,

19087

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ICTV Brands Inc. [ ICTV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/20/2018

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	11/20/2018		A		100,000	A	⁽¹⁾	646,999⁽²⁾	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	$0.05	11/20/2018		A		100,000		11/20/2018	⁽³⁾	Common Stock	100,000	⁽⁴⁾	100,000	D
Convertible Secured Promissory Note	⁽⁵⁾	11/20/2018		A		$100,000⁽⁵⁾		11/20/2018	⁽⁵⁾	Common Stock	⁽⁵⁾	$100,000	$100,000⁽⁵⁾	D

Explanation of Responses:

1. On November 20, 2018, Mr. Jarvis loaned the Company $100,000 on the terms and conditions set forth in a one-year 10% Secured Convertible Promissory Note (the "Note"). As consideration for the loan, the Company issued to Mr. Jarvis (1) 100,000 shares of Common Stock; and (2) a Warrant to purchase up to 100,000 shares of Common Stock.

2. Includes 191,667 shares as to which Mr. Jarvis holds exercisable options within 60 days.

3. The Common Stock Purchase Warrant does not have an expiration date.

4. On November 20, 2018, Mr. Jarvis loaned the Company $100,000 on the terms and conditions set forth in a one-year 10% Secured Convertible Promissory Note (the "Note"). As consideration for the loan, the Company issued to Mr. Jarvis (1) 100,000 shares of Common Stock; and (2) a Warrant to purchase up to 100,000 shares of Common Stock.

5. At any time on or before the repayment in full of the Note, Mr. Jarvis has the option, in his sole and absolute discretion, from time to time and at any time, to convert all or any portion of the principal amount of the Note into duly authorized, validly issued, fully paid and non-assessable shares of common stock of the Company at a per share conversion price equal to the average closing price of the Company's Common Stock over the ten trading days prior to November 20, 2018.

	/s/ Stephen James Barry Jarvis	11/26/2018
	** 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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