Sec Form 3 Filing - MCKILLIGAN RICHARD @ Vitality Biopharma, Inc. - 2019-05-08

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person MCKILLIGAN RICHARD 2. Issuer Name and Ticker or Trading Symbol Vitality Biopharma, Inc. [ VBIO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CFO, Secretary and Counsel (Last) (First) (Middle) 1901 AVENUE OF THE STARS, 2ND FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 05/08/2019 (Street) LOS ANGELES, CA90067 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 ( 1 ) 10,000 D ( 2 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Employee Stock Option (Right to Buy) $ 2.7 01/01/2015( 3 ) 08/06/2022 Common Stock 10,000 ( 2 ) D Employee Stock Option (Right to Buy) $ 3.4 01/01/2017( 4 ) 01/01/2025 Common Stock 20,000 ( 2 ) D Employee Stock Option (Right to Buy) $ 2.1 05/21/2017( 5 ) 05/21/2025 Common Stock 20,000 ( 2 ) D Employee Stock Option (Right to Buy) $ 0.5 07/15/2018( 6 ) 07/18/2026 Common Stock 370,234 D Employee Stock Option (Right to Buy) $ 1.81 06/27/2018( 7 ) 12/27/2027 Common Stock 75,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MCKILLIGAN RICHARD 1901 AVENUE OF THE STARS, 2ND FLOOR LOS ANGELES, CA90067 CFO, Secretary and Counsel Signatures /s/ Richard McKilligan 05/20/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents 10,000 shares earned by the Reporting Person as the result of the vesting of a restricted stock bonus award granted to the Reporting Person on July 30, 2012. ( 2 )On July 15, 2016, the Issuer effected a 10 to 1 reverse stock split of its common stock (the "Reverse Stock Split"). The amount of securities reported on this Form 3 have been adjusted to reflect the Reverse Stock Split. ( 3 )The Reporting Person was granted 10,000 options on August 6, 2012, which are fully vested. ( 4 )The Reporting Person was granted 20,000 options on January 1, 2015, which are fully vested. ( 5 )The Reporting Person was granted 20,000 options on May 21, 2015, which are fully vested. ( 6 )The Reporting Person was granted 370,234 options on July 15, 2016, which are fully vested. ( 7 )Of the 75,000 options granted on December 27, 2017, of which 37,500 shares have vested, 18,750 shares will vest on June 27, 2019, and 18,750 shares will vest on December 27, 2019.

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).

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