SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* SCOTT MARK E (Last) (First) (Middle) C/O GROWLIFE, INC. 500 UNION STREET, SUITE 406 (Street) SEATTLE WA 98101 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/31/2014	3. Issuer Name and Ticker or Trading Symbol GROWLIFE, INC. [ PHOT ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Consulting CFO	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option to purchase Common Stock	(1)	06/30/2019	Common Stock	10,000,000	$0.07	D
Option to purchase Common Stock	(2)	06/30/2019	Common Stock	2,000,000	$0.07	D
Option to purchase Common Stock	(3)	06/30/2019	Common Stock	2,000,000	$0.07	D
Option to purchase Common Stock	(4)	06/30/2019	Common Stock	2,000,000	$0.07	D

Explanation of Responses:

1. The Date Excercisable varies with the Option vesting dates. Option shares vest monthly over 3 years beginning one month after the 07/01/2014 Vesting Commencement Date. One thirty-sixth (1/36th) or 277,778 option shares will vest monthly. Option has a 5 year life and cashless exercise.

2. The Date Excercisable varies with the Option vesting date. Option shares vest immediately upon securing a market maker resulting in the Issuer's relisting on OTCBB. Option has a 5 year life and cashless exercise.

3. The Date Excercisable varies with the Option vesting date. Option shares vest immediately upon successful approval and effectiveness of the Issuer's Form S-1. Option has a 5 year life and cashless exercise.

4. The Date Excercisable varies with the Option vesting date. Option shares vest immediately upon the Issuer's resolution of the class action lawsuit. Option has a 5 year life and cashless exercise.

Remarks:

On July 31, 2014, Mark Scott was engaged as Consulting Chief Financial Officer effective as of July 1, 2014.

	/s/ Mark Scott	08/04/2014
	** 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 5 (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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