Sec Form 4 Filing - Lai John @ PetVivo Holdings, Inc. - 2023-02-24

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 Lai John 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 X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO and President (Last) (First) (Middle) 5251 EDINA INDUSTRIAL BLVD 3. Date of Earliest Transaction (MM/DD/YY) 02/24/2023 (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 02/24/2023 A( 1 ) 60,600 A 1,138,592 ( 3 ) 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Lai John 5251 EDINA INDUSTRIAL BLVD EDINA,, MN55439 X X CEO and President Signatures /s/ John Lai 02/24/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This award ("Award") was granted under the PetVivo Holdings, Inc. Amended and Restated 2020 Equity Incentive Plan ("2020 Plan") in the form of restricted stock units ("RSU's) which will be settled in shares of the Company's common stock on a one-for-one basis. The Award vests in six equal installments, with 10,100 RSU's vesting on March 1, 2023 and 10,100 RSU's vesting on the first day of each month thereafter such that all RSU's will be fully-vested as of August 1, 2023, subject to Mr. Lai's continued employment with the Issuer through each applicable vesting date. ( 2 )Mr. Lai voluntarily agreed to accept this Award in lieu of receiving cash for his salary payments during the six month period beginning on March 1, 2023 and expiring on August 31, 2023 (the 'Interim Period"). The Compensation Committee calculated the total number of shares to be issued to Mr. Lai by taking (A) Mr. Lai's salary during the Interim Period ($175,000) divided by (B) the volume weighted average closing price of the Issuer's common stock during the 10 day period preceding February 22, 2023 ($2.8878), rounded up to the nearest whole share. ( 3 )Includes 160,600 shares that will be issued over time upon vesting and settlement of RSU's granted to Mr. Lai under the 2020 Plan.

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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