Sec Form 4 Filing - DHILLON AVTAR S @ Vitality Biopharma, Inc. - 2016-07-15

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 DHILLON AVTAR S 2. Issuer Name and Ticker or Trading Symbol Vitality Biopharma, Inc. [ STVFD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1901 AVENUE OF THE STARS, 2ND FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 07/15/2016 (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

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 Option Award (right to buy) $ 2.1 05/21/2015 A 40,000 ( 1 ) 05/21/2025 common stock 40,000 $ 0 90,000 D Restricted Stock Unit Award $ 0 ( 2 ) 07/15/2016 A 925,585 ( 3 ) ( 3 ) common stock 925,585 $ 0 1,015,585 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DHILLON AVTAR S 1901 AVENUE OF THE STARS, 2ND FLOOR LOS ANGELES, CA90067 X X Signatures /s/Avtar Dhillon 08/17/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Of the 40,000 options granted on May 21, 2015, 10,000 vested on each of November 21, 2015 and May 21, 2016 and 100,000 will vest on each of November 21, 2016, and May 21, 2017 ( 2 )Each Restricted Stock Unit (RSU) represents the right to receive, at settlement, one share of common stock. This transaction represents the issuance of RSUs, rather than the issuance of shares in common stock, which will occur on their scheduled vesting date ( 3 )Of the 925,585 of the RSUs, 462,793 will vest on March 1, 2017, and 462,792 will vest on March 1, 2018. The RSU will vest immediately upon a corporate change of control, or if the individual is terminated for any reason other than a "For Cause" termination

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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