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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Masters David B.
2. Issuer Name and Ticker or Trading Symbol

PetVivo Holdings, Inc. [ PETV ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President and CTO
(Last)          (First)          (Middle)

1000 WESTGATE DRIVE, SUITE 127
3. Date of Earliest Transaction (MM/DD/YYYY)

4/10/2015
(Street)

ST. PAUL, MN 55114
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   4/10/2015     J (1)    43000   A $4.00   1503645   D    
Common Stock                  1406110   I   See footnote   (2)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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

Explanation of Responses:
(1)  On approximately April 10, 2015, there as a settlement of amounts due and owing to the Reporting Person by the Issuer pertaining to compensation owed for past services and associated benefits in the amount of $110,000 (the $$Debt$$). The Reporting Person agreed to accept the issuance by the Issuer of 27,500 shares of restricted common stock at a per share price of $0.25. The previously reported direct holdings of 349,761,041 shares were reduced to 699,522 shares based on the reverse stock split of one for 500 effective September 8, 2014.
(2)  The Reporting Person is a director and the chief executive officer of Gel-Del Technologies Inc., which was previously reported as holding 703,055,020 shares (reduced to 1,406,110 shares based on the reverse stock split of one for 500 effective September 8, 2014). The Reporting Person together with John F. Dolan has the sole power and authority to direct the disposition of the shares of common stock held by Gel-Del Technologies Inc.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Masters David B.
1000 WESTGATE DRIVE
SUITE 127
ST. PAUL, MN 55114
X X President and CTO

Signatures
/s/ David B. Masters 6/8/2015
** Signature of Reporting Person 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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