Sec Form 4 Filing - Kalkstein Robert L @ CONVERSION LABS, INC. - 2019-03-01

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 Kalkstein Robert L 2. Issuer Name and Ticker or Trading Symbol CONVERSION LABS, INC. [ CVLB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) C/O CONVERSION LABS, INC. 800, THIRD AVE., SUITE 2800, 3. Date of Earliest Transaction (MM/DD/YY) 03/01/2019 (Street) NEW YORK, NY10022 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 Common Stock $ 0.28 10/01/2017 J( 1 ) 150,000 10/01/2017 09/30/2027 Common Stock 150,000 $ 0.28 150,000 D Options to purchase Common Stock $ 0.28 03/01/2019 J( 2 ) 150,000 03/31/2019 09/30/2027 Common Stock 150,000 $ 0.28 150,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kalkstein Robert L C/O CONVERSION LABS, INC. 800 THIRD AVE., SUITE 2800, NEW YORK, NY10022 Chief Financial Officer Signatures /s/ Robert Kalkstein 03/04/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These options were previously reported by Mr. Kalkstein on his Form 3 filed with the Commission on November 13, 2017. Pursuant to an amendment to his consulting agreement with Conversion Labs, Inc., the exercise price of these options were reduced from $0.40 to $0.28. ( 2 )Pursuant to an amendment to his consulting agreement with Conversion Labs, Inc., the exercise price of these options were reduced from $0.40 to $0.28 and now vest on March 31, 2019. Additionally, the 200,000 to be issued to Mr. Kalkstein pursuant to his consulting agreement were cancelled and Mr. Kalkstein also has forgone $32,500 owed to him by Conversion Labs, Inc.

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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