Sec Form 4 Filing - Evans David W @ Guardion Health Sciences, Inc. - 2019-08-15

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 Evans David W 2. Issuer Name and Ticker or Trading Symbol Guardion Health Sciences, Inc. [ GHSI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Science Officer (Last) (First) (Middle) 4141 JUTLAND DRIVE, SUITE 215 3. Date of Earliest Transaction (MM/DD/YY) 08/15/2019 (Street) SAN DIEGO, CA92117 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 08/15/2019 A 20,000 A $ 0.44 ( 1 ) 1,522,500 D Common Stock 08/21/2019 A 20,000 A 1,542,500 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 Warrant $ 0.585 08/15/2019 A( 1 ) 20,000 ( 1 ) 08/15/2024 Common Stock 20,000 ( 1 ) 20,000 D Warrant $ 0.585 08/21/2019 D( 2 ) 20,000 ( 1 ) 08/15/2024 Common Stock 20,000 ( 1 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Evans David W 4141 JUTLAND DRIVE, SUITE 215 SAN DIEGO, CA92117 X Chief Science Officer Signatures /s/ David W. Evans 08/22/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reporting Person purchased 20,000 shares and 20,000 warrants (the "Warrants") at a combined purchase price of $.45 per share and warrant in the issuer's public offering (the "Offering"), which closed on August 15, 2019. The Warrants are exercisable immediately, and expire five years from the date of issuance. ( 2 )The Warrants provide that, beginning on the earlier of (i) 30 days from August 12, 2019 and (ii) the date on which the issuer's common stock trades an aggregate of more than 40,000,000 shares after the announcement of the pricing of the Offering, and ending on the twelve (12) month anniversary thereof, each Warrant may be exercised at the option of the holder on a cashless basis at a ratio of one Warrant for one share of common stock, in whole or in part, if the weighted average price of the common stock on the trading day immediately prior to the exercise date fails to exceed the initial exercise price of the Warrant. The reporting person exercised the Warrant, on a cashless basis at a ratio of one Warrant for one share of common stock, on August 21, 2019.

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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