Sec Form 4 Filing - Sterling Erik @ Level Brands, Inc. - 2018-01-01

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 Sterling Erik 2. Issuer Name and Ticker or Trading Symbol Level Brands, Inc. [ LEVB] 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) C/O 4521 SHARON ROAD, SUITE 407 3. Date of Earliest Transaction (MM/DD/YY) 01/01/2018 (Street) CHARLOTTE, NC28211 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 01/01/2018 M 40,000 ( 1 ) A $ 0 1,072,667 I See Footnote ( 2 )

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 restricted stock grant $ 0 ( 1 ) 01/01/2018 M 40,000 01/01/2018 ( 3 ) common stock 40,000 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sterling Erik C/O 4521 SHARON ROAD, SUITE 407 CHARLOTTE, NC28211 X X Signatures /s/ Mark S. Elliott, Attorney-in-Fact 01/02/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents vesting of restricted stock grant. ( 2 )Includes (i) 166,667 shares of common stock held of record by the Sterling Winters Living Trust u/t/d/ December 10, 1993 (the "Trust"). Mr. Sterling is a trustee of the Trust and in such position has shared voting and dispositive control over securities held of record by the Trust; (ii) 583,000 shares of common stock held of record by IM1 Holdings, LLC ("IM1 Holdings"); and (iii) 283,000 shares held of record by record by EE1 Holdings LLC ("EE1 Holdings"). The Trust is the manager and a member of both IM1 Holdings and EE1 Holdings. Mr. Sterling, as a trustee of the Trust, has shared voting and dispositive control of the shares held of record by IM1 Holdings and EE1 Holdings. Mr. Sterling disclaims beneficial ownership of the securities held of record by the Trust, IM1 Holdings and EE1 Holdings except to the extent of his pecuniary interest therein. Additional information on these holdings are disclosed in a Schedule 13D filed by the Trust, Mr. Sterling as trustee of the Trust and Mr. Jason Winters as a trustee of the Trust with the SEC on November 16, 2017. ( 3 )No expiration date.

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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