Sec Form 4 Filing - Jenusaitis Matthew @ Hancock Jaffe Laboratories, Inc. - 2019-09-13

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 Jenusaitis Matthew 2. Issuer Name and Ticker or Trading Symbol Hancock Jaffe Laboratories, Inc. [ HJLI] 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) C/O HANCOCK JAFFE LABORATORIES, INC., 70 DOPPLER 3. Date of Earliest Transaction (MM/DD/YY) 09/13/2019 (Street) IRVINE, CA92618 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 07/18/2020 A 62,500 A $ 0 62,500 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 Restricted Stock Units ( 1 ) 09/13/2019 A 78,125 ( 2 ) ( 2 ) Common Stock 78,125 $ 0 78,125 D Stock Option (Right to Buy) $ 2 09/13/2019 A 60,000 ( 3 ) 09/13/2029 Common Stock 60,000 $ 0 60,000 D Stock Option (Right to Buy) $ 0.4 07/18/2020 A 100,000 ( 4 ) 07/18/2030 Common Stock 100,000 $ 0 100,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Jenusaitis Matthew C/O HANCOCK JAFFE LABORATORIES, INC. 70 DOPPLER IRVINE, CA92618 X Signatures /s/ Matthew Jenusaitis 10/21/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Upon vesting, each Restricted Stock Unit ("RSU") entitles the Reporting Person to one share of the Issuer's common stock or the cash equivalent, at the discretion of the Issuer. ( 2 )The RSU were issued to the Reporting Person on September 13, 2019 in connection with joining the Issuer's board of directors pursuant to the Issuer's Amended and Restated 2016 Omnibus Incentive Plan (as amended, the "Plan"). The award is subject to time-based vesting and will vest in equal annual portions on: (i) September 13, 2020; (ii) September 13, 2021; and (iii) September 13, 2022. ( 3 )The common stock options were issued to the Reporting Person on September 13, 2019 in connection with joining the Issuer's board of directors pursuant to the Plan. The award is subject to time-based vesting and will vest in equal quarterly portions over a three (3) year period starting from September 13, 2019. ( 4 )The common stock options were issued to the Reporting Person pursuant to the Plan on July 18, 2020 as part of the annual board compensation package for 2020. The award is subject to time-based vesting and will vest in equal quarterly portions over the remainder of the 2020 calendar year.

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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