Sec Form 4 Filing - Holman Jeffrey Elliot @ Healthier Choices Management Corp. - 2021-03-30

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Holman Jeffrey Elliot 2. Issuer Name and Ticker or Trading Symbol Healthier Choices Management Corp. [ HCMC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 3341 N.E. 165TH STREET 3. Date of Earliest Transaction (MM/DD/YY) 03/30/2021 (Street) NORTH MIAMI BEACH, FL33160 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 03/30/2021 D 1,512,500,000 ( 1 ) D ( 2 ) $ 0 10,587,500,000 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 Employee Stock Option $ 0.0001 ( 3 )( 4 ) 02/01/2027 Common Stock 39,000,000,000 39,000,000,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Holman Jeffrey Elliot 3341 N.E. 165TH STREET NORTH MIAMI BEACH, FL33160 Chief Executive Officer Signatures /s/ Jeffrey E. Holman 03/30/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares of common stock granted pursuant to a time-based restricted stock award (RSA). This restricted common stock shall vest in 1,512,500,000 increments on the last day of each of the next seven calendar quarters commencing June 30, 2021, provided the Reporting Person has provided continuous service to the Issuer through the applicable vesting date. Reporting Person voluntarily forfeited 1,512,500,000 shares of Restricted Stock that were to vest on March 30, 2021. The forfeited restricted stock will be deemed authorized but unissued common stock and will be available for future issuance by the Company. ( 2 )The Issuer's officers and directors each voluntarily agreed to forfeit 12.5% of their unvested restricted common stock. ( 3 )These options are all fully vested. ( 4 )Pursuant to the terms of the option agreement between the holder and the Issuer, the option may not be exercised if the exercise would result in the holder beneficially owning (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934) in excess of 19.99% of all of the common stock of the Issuer outstanding at such time.

Remarks: Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.Explanation of Responses:** Intentional misstatements or omissions of facts constitute Federal Criminal ViolationsSee 18 U.S. C. 1001 and 15 U.S.C. 78ff(a)Note: File three copies of this Form, one of which must be manually signed, if space is insufficient,See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are notRequired to respond unless the form displays a currently valid OMB Number.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.