Sec Form 4 Filing - Bhatnagar Anshu @ REALBIZ MEDIA GROUP, INC - 2017-01-02

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 Bhatnagar Anshu 2. Issuer Name and Ticker or Trading Symbol REALBIZ MEDIA GROUP, INC [ RBIZ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 9711 WASHINGTON BLVD., #550 3. Date of Earliest Transaction (MM/DD/YY) 01/02/2017 (Street) GAITHERSBURG, MD20878 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 01/10/2017 M 11,581,467 A $ 0.006 ( 4 ) 11,581,467 D Common Stock 01/10/2017 F( 4 ) 2,331,838 D $ 0.0298 9,249,629 D

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 Warrants $ 0.0 06 01/02/2017 A 11,581,467 01/02/2017 ( 5 ) Common Stock 11,581,467 ( 1 ) 11,581,467 D Series A Convertible Preferred Stock $ 1 ( 2 ) 01/09/2017 A 100,000 01/09/2017 ( 5 ) Common Stock 5,000 $ 0.0061 100,000 D Series C Convertible Preferred Stock $ 0.05 ( 3 ) 01/06/2017 A 100,000 01/06/2017 ( 5 ) Common Stock 10,000,000 $ 1 100,000 D Warrants $ 0.006 01/10/2017 M 11,581,467 01/02/2017 ( 5 ) Common Stock 11,581,467 ( 1 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bhatnagar Anshu 9711 WASHINGTON BLVD., #550 GAITHERSBURG, MD20878 X Chief Executive Officer Signatures /s/ Anshu Bhatnagar 01/12/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The warrants were acquired pursuant to an agreement between Mr. Bhatnagar and the Company, dated January 2, 2017, pursuant to which Mr. Bhatnagar agreed to take on the role of director and CEO. No other consideration was paid for these warrants. ( 2 )The number of shares received through conversion of Series A Convertible Preferred Stock is the Stated Value ($0.05) divided by the Conversion Price ($1.00), resulting in 0.05 shares of common stock issuable upon conversion of each share of Series A Convertible Preferred Stock. ( 3 )The number of shares received through conversion of Series C Convertible Preferred Stock is the Stated Value ($5.00) divided by the Conversion Price ($0.05), resulting in 100 shares of common stock issuable upon conversion of each share of Series C Convertible Preferred Stock. ( 4 )On January 10, 2017, the reporting person exercised a warrant to purchase 11,581,467 shares of common stock for $0.006 per share. The reporting person paid the exercise price on a cashless basis, resulting in a withholding of 2,331,838 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 9,249,629 shares. ( 5 )No expiration date

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