Sec Form 4 Filing - Henderson Alexander Dietrich @ Toga Ltd - 2019-05-01

FORM 4 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 Henderson Alexander Dietrich 2. Issuer Name and Ticker or Trading Symbol Toga Ltd [ TOGL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) 460 WHITE CAP LANE 3. Date of Earliest Transaction (MM/DD/YY) 05/01/2019 (Street) NEWPORT COAST, CA92657 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

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 Stock Options $ 0.4 05/01/2019 A 20,000 05/31/2019 05/01/2021 Common Stock 20,000 $ 0 ( 1 ) 80,000 ( 2 ) D Stock Options $ 0.4 05/01/2019 A 20,000 06/30/2019 05/01/2021 Common Stock 20,000 $ 0 ( 1 ) 100,000 ( 2 ) D Stock Options $ 0.4 05/01/2019 A 20,000 07/31/2019 05/01/2021 Common Stock 20,000 $ 0 ( 1 ) 120,000 ( 2 ) D Stock Options $ 0.2 08/01/2019 A 1,220 08/31/2019 08/01/2021 Common Stock 1,220 $ 0 ( 3 ) 13,220 D Stock Options $ 0.2 08/01/2019 A 1,221 09/30/2019 08/01/2021 Common Stock 1,221 $ 0 ( 3 ) 14,441 D Stock Options $ 0.2 08/01/2019 A 1,221 10/31/2019 08/01/2021 Common Stock 1,221 $ 0 ( 3 ) 15,662 D Stock Options $ 0.2 11/01/2019 A 1,043 11/30/2019 11/01/2021 Common Stock 1,043 $ 0 ( 3 ) 16,705 D Stock Options $ 0.2 11/01/2019 A 1,043 12/31/2019 11/01/2021 Common Stock 1,043 $ 0 ( 3 ) 17,748 D Stock Options $ 0.2 11/01/2019 A 1,044 01/31/2020 11/01/2021 Common Stock 1,044 $ 0 ( 3 ) 18,792 D Stock Options $ 0.2 03/25/2020( 4 ) D 2,000 03/08/2019 02/08/2021 Common Stock 2,000 $ 8.33 0 ( 4 ) D Stock Options $ 0.2 03/25/2020( 4 ) D 2,000 04/08/2019 02/08/2021 Common Stock 2,000 $ 8.33 0 ( 4 ) D Stock Options $ 0.2 03/25/2020( 4 ) D 2,000 05/08/2019 02/08/2021 Common Stock 2,000 $ 8.33 0 ( 4 ) D Stock Options $ 0.4 03/25/2020( 4 ) D 2,000 05/31/2019 05/01/2021 Common Stock 2,000 $ 8.33 0 ( 4 ) D Stock Options $ 0.4 03/25/2020( 4 ) D 2,000 06/30/2019 05/01/2021 Common Stock 2,000 $ 8.33 0 ( 4 ) D Stock Options $ 0.4 03/25/2020( 4 ) D 2,000 07/31/2019 05/01/2021 Common Stock 2,000 $ 8.33 0 ( 4 ) D Stock Options $ 0.2 03/25/2020( 4 ) D 1,220 08/31/2019 08/01/2021 Common Stock 1,220 $ 8.33 0 ( 4 ) D Stock Options $ 0.2 03/25/2020( 4 ) D 1,221 09/30/2019 08/01/2021 Common Stock 1,221 $ 8.33 0 ( 4 ) D Stock Options $ 0.2 03/25/2020( 4 ) D 1,221 10/31/2019 08/01/2021 Common Stock 1,221 $ 8.33 0 ( 4 ) D Stock Options $ 0.2 03/25/2020( 4 ) D 1,043 11/30/2019 11/01/2021 Common Stock 1,043 $ 8.33 0 ( 4 ) D Stock Options $ 0.2 03/25/2020( 4 ) D 1,043 12/31/2019 11/01/2021 Common Stock 1,043 $ 8.33 0 ( 4 ) D Stock Options $ 0.2 03/25/2020( 4 ) D 1,044 01/31/2020 11/01/2021 Common Stock 1,044 $ 8.33 0 ( 4 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Henderson Alexander Dietrich 460 WHITE CAP LANE NEWPORT COAST, CA92657 X Chief Financial Officer Signatures Alexander D. Henderson 08/03/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )During the year ended July 31, 2019, Toga Limited granted options to purchase up to 120,000 shares of its common stock to Mr. Henderson, the Company's CFO, as stock-based compensation. 60,000 shares underlying the options had an exercise price of $0.20 per share (as reported in that certain Form 4 filed by Mr. Henderson on April 19, 2019), and 60,000 shares underlying the options had an exercise price of $0.40 per share. The options were issued quarterly and were subject to a vesting schedule of one-third of the options vesting every 30 days. ( 2 )These options were subsequently subject to the 10:1 reverse stock split approved and adopted by Toga Limited's board of directors on April 24, 2019; thus, following the reverse stock split, the options became exercisable for up to 60,000 shares of Toga Limited's common stock. The value of the options was $106,102 and recorded as stock-based compensation. ( 3 )During the six months ended January 31, 2020, Toga Limited granted options to purchase up to 6,792 shares of its common stock to Mr. Henderson as stock-based compensation. The options were issued quarterly (3,662 options were granted August 1, 2019 and 3,130 options were granted November 1, 2019), and were subject to a vesting schedule of one-third of the options vesting every 30 days. ( 4 )On March 25, 2020, Toga Limited redeemed stock options to purchase 18,792 shares of its common stock from Mr. Henderson for an aggregate purchase price of $156,537 (or $8.33 per share).

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