SEC FORM 5 SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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: 3235-0362
Estimated average burden
hours per response: 1.0
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
Form 3 Holdings Reported.
X
Form 4 Transactions Reported.
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
STROME MARK E

(Last) (First) (Middle)
C/O STROME GROUP, INC.
13535 VENTURA BLVD., STE C-525

(Street)
SHERMAN OAKS CA 91423

(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. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Common Stock 08/27/2024 P4 30,000(1) A $8.44 398,683 I By entity(1)(2)(3)
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)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock Purchase Warrant $8.44 08/27/2024 P 3,000(1) 08/27/2024 08/27/2029 Common Stock $3,000 $0 44,171 I By entity(1)(2)(3)
1. Name and Address of Reporting Person*
STROME MARK E

(Last) (First) (Middle)
C/O STROME GROUP, INC.
13535 VENTURA BLVD., STE C-525

(Street)
SHERMAN OAKS CA 91423

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
STROME INVESTMENT MANAGEMENT LP

(Last) (First) (Middle)
C/O STROME GROUP, INC.
13535 VENTURA BLVD., STE C-525

(Street)
SHERMAN OAKS CA 91423

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Affiliate of 10% Owner
1. Name and Address of Reporting Person*
STROME GROUP, INC.

(Last) (First) (Middle)
13535 VENTURA BLVD., STE C-525

(Street)
SHERMAN OAKS CA 91423

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Affiliate of 10% Owner
Explanation of Responses:
1. The reported securities are owned directly by Strome Mezzanine Fund II, LP ("SMF II).
2. Strome Investment Management, LP is the general partner of SMF II. Strome Group, Inc. is the general partner of Strome Investment Management, LP. Mark E. Strome is the President and CEO of Strome Group, Inc. Mr. Strome, Strome Investment Management, LP and Strome Group, Inc. (together, the "Reporting Persons") may be deemed to share voting and investment power for and to beneficially own the shares held by SMF under Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange Act").
3. Pursuant to Rule 16a-1(a)(4) of the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities reported herein.
/s/ Mark E. Strome 01/23/2025
/s/ Mark E. Strome, as President of General Partner, on behalf of Strome Investment Management, LP 01/23/2025
/s/ Mark E. Strome, as President of General Partner, on behalf of Strome Group, Inc. 01/23/2025
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.