Sec Form 4 Filing - Henderson Alexander Dietrich @ Toga Ltd - 2020-04-30

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) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) 45327 CRYSTAL SPRINGS DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 04/30/2020 (Street) INDIO, CA92201 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 $ 0.2 04/30/2020 A 2,909 04/30/2020 08/01/2021 Common Stock 2,909 $ 0 ( 1 ) 2,909 D Stock Options $ 0.2 04/30/2020 A 2,910 05/31/2020 08/01/2021 Common Stock 2,910 $ 0 ( 1 ) 5,819 D Stock Options $ 0.2 04/30/2020 A 2,910 06/30/2020 08/01/2021 Common Stock 2,910 $ 0 ( 1 ) 8,729 D Stock Options $ 0.2 07/31/2020 A 1,244 07/31/2020 08/01/2021 Common Stock 1,244 $ 0 ( 1 ) 9,973 D Stock Options $ 0.2 07/31/2020 A 1,244 08/31/2020 08/01/2021 Common Stock 1,244 $ 0 ( 1 ) 11,217 D Stock Options $ 0.2 07/31/2020 A 1,244 09/30/2020 08/01/2021 Common Stock 1,244 $ 0 ( 1 ) 12,461 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Henderson Alexander Dietrich 45327 CRYSTAL SPRINGS DRIVE INDIO, CA92201 Chief Financial Officer Signatures Alexander D. Henderson 11/23/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )During the six months ended July 31, 2020, Toga Limited granted options to purchase up to 12,461 shares of its common stock to Mr. Henderson as stock-based compensation. The options were issued quarterly (8,729 were granted on April 30, 2020, and 3,732 on July 31, 2020) and were subject to a vesting schedule of one-third of the options vesting every thirty (30) days.

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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