Sec Form 4 Filing - Rudelius Robert James @ PetVivo Holdings, Inc. - 2018-12-28

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 Rudelius Robert James 2. Issuer Name and Ticker or Trading Symbol PetVivo Holdings, Inc. [ PETV] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 5251 EDINA INDUSTRIAL BLVD 3. Date of Earliest Transaction (MM/DD/YY) 12/28/2018 (Street) EDINA, MN55439 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 12/10/2018 X 45,000 A $ 0.3 226,727 D Common Stock 12/10/2018 X 12,500 A $ 0.3 239,727 D Common Stock 12/10/2018 J 19,167 ( 3 ) A $ 0.3 258,394 D Common Stock 12/11/2018 O 25,000 A $ 0.3 283,394 D Common Stock 12/11/2018 J 8,333 ( 7 ) A $ 0.3 291,727 D Common Stock 12/11/2018 J 172,406 ( 4 ) A $ 51,722 464,133 D Common Stock 12/11/2018 O 25,861 A $ 0.3 489,994 D Common Stock 12/11/2018 J 8,621 ( 6 ) A $ 0.3 498,615 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 Common Stock Warrant $ 0.3 12/10/2018 X 45,000 12/07/2017 12/07/2020 Common Stock 45,000 ( 2 ) $ 0.3 125,000 D Common Stock Warrant $ 0.3 12/10/2018 X 12,500 08/20/2018 08/20/2023 Common Stock 12,500 ( 2 ) ( 1 ) 112,500 D Common Stock Warrant $ 0.3 12/11/2018 O 25,000 09/24/2018 09/24/2021 Common Stock 25,000 ( 2 ) $ 50,000 87,500 D Common Stock Warrant $ 0.3 12/11/2018 A 25,861 12/11/2018 12/31/2018 Common Stock 25,861 ( 5 ) $ 51,722 113,361 D Common Stock Warrant $ 0.3 12/11/2018 O 25,861 12/11/2018 12/31/2018 Common Stock 25,861 ( 5 ) $ 51,722 87,500 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Rudelius Robert James 5251 EDINA INDUSTRIAL BLVD EDINA, MN55439 X Signatures /s/ Robert Rudelius 12/28/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )100,000 warrants were granted to Robert Rudelius on August 20, 2018 pursuant to his Director Agreement; these warrants vest quarterly over a two-year period in equal tranches of 12,500, have a term of 5 years, and a strike price of $1.00 per warrant. Mr. Rudelius exercised 12,500 warrants that he was granted pursuant to his Director Agreement. ( 2 )These warrants were exercised pursuant to a special, one-time Discounted Warrant Exercise Agreement whereby all warrant-holders were given the option to exercise their warrants at $.30 per warrant on or before December 15th, 2018. ( 3 )A Stock Transfer Agreement was entered into between John Lai and Robert Rudelius pursuant to entering into the Discounted Warrant Exercise Agreement mentioned in note 2 above and called for the transfer of common stock shares from John Lai to Robert Rudelius in the amount of one-third the amount of warrants exercised pursuant to the Discounted Warrant Exercise Agreement; 19,167 shares were transferred to Robert Rudelius from John Lai pursuant to this agreement ( 4 )Pursuant to a Bridge Promissory Note Conversion Agreement, Mr. Rudelius converted $51,721.86 in debt owed to him into 172,406 shares of common stock at a rate of $.30 per share. ( 5 )Pursuant to a Bridge Promissory Note Conversion Agreement, Mr. Rudelius received, and subsequently exercised, 1 warrant for every $2 of the outstanding balance of his Note. The warrants had a strike price of $.30 per warrant, vested immediately, and an expiration date of December 31, 2018. ( 6 )Pursuant to a Bridge Promissory Note Conversion Agreement, Mr. Rudelius entered into a Stock Transfer Agreement whereby he received 8,621 shares of common stock from John Lai; this number was calculated using a 3-to-1 warrant to share issuance rate (1 share was transferred for every 3 warrants exercised). ( 7 )A Stock Transfer Ag reement was entered into between John Lai and Robert Rudelius pursuant to entering into the Discounted Warrant Exercise Agreement mentioned in note 2 above and called for the transfer of common stock shares from John Lai to Robert Rudelius in the amount of one-third the amount of warrants exercised pursuant to the Discounted Warrant Exercise Agreement; 8,333 shares were transferred to Robert Rudelius from John Lai pursuant to this agreement.

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