Sec Form 4 Filing - Mills Michael @ BODY & MIND INC. - 2020-01-23-07:00

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 Mills Michael 2. Issuer Name and Ticker or Trading Symbol BODY & MIND INC. [ BAMM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and Interim CEO (Last) (First) (Middle) 9298 EMERALD DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 01/23-07:00/2020 (Street) WHISTLER, A1V0N 1B9 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

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 Options to Purchase $ 0.88 ( 1 ) 01/23-07:00/2020 A( 2 ) 200,000 ( 3 ) 01/23-07:00/2025 Common Stock 200,000 $ 0.88 ( 1 ) 725,000 ( 4 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Mills Michael 9298 EMERALD DRIVE WHISTLER, A1V0N 1B9 X President and Interim CEO Signatures /s/ Michael Mills 01/27-07:00/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Prices shown reflect Canadian dollars. ( 2 )Granted pursuant to and in accordance with the Company stock incentive plan. ( 3 )The Options become exercisable as to 50,000 on July 23, 2020, 50,000 Options on January 23, 2021, 50,000 Options on July 23, 2021, and 50,000 Options on January 23, 2022. ( 4 )In addition to the options to purchase200,000 shares as disclosed above, the Reporting Person also holds options to purchase 175,000 shares at an exercise price of C$0.41 per share expiring on June 6, 2023, options to purchase 100,000 shares at an exercise price of C$0.57 per share expiring on December 10, 2023, and options to purchase 250,000 shares at an exercise price of C$0.88 per share, subject to vesting provisions, expiring on August 21, 2024.

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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