Edgar Filing: GROWLIFE, INC.

Ownership Submission

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

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Scott Sterling C.

2. Issuer Name and Ticker or Trading Symbol
GROWLIFE, INC. [PHOT]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
Former Officer and Director

(Last)

(First)

(Middle)

2315 GEORGIA VILLAGE WAY

3. Date of Earliest Transaction (Month/Day/Year)
12/19/2014

(Street)

SILVER SPRING, MD 20902

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	12/19/2014		S		1,000,000	D	$ 0.0286	47,000,518	D

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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Scott Sterling C. 2315 GEORGIA VILLAGE WAY SILVER SPRING, MD 20902				Former Officer and Director

Signatures

/s/ Sterling C. Scott		12/24/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
Remarks: 1. Excludes the Note, the Jordan Note, and the Andrew Note (as defined below). On 09-10-2014, Sterling Scott ("Sterling") sold his entire interest in that certain 6% Senior Secured Convertible Note ("Note") to Jordan Wedam Scott ("Jordan") and Andrew J. Gentile ("Andrew") in a private transaction for $413,680, which Note was originally issued by GrowLife, Inc. ("Company") to Sterling on 04-05-2012. As of 09-10-2014, the Note and all accrued and unpaid interest on the Note was convertible into 68,247,565 shares of Company common stock. Jordan is Sterling's independent adult son. 2. As a result of that sale, the Note was split up so that in its place the Company issued to (i) Jordan a new 6% Senior Secured Convertible Note in the principal amount of $263,680 with the original issue date of 03-16-2013, amended 09-10-2014 ("Jordan Note"), and (ii) Andrew a new 6% Senior Secured Convertible Note in the principal amount of $150,000 with the original issue date of 03-16-2013, amended 09-10-2014 ("Andrew Note"). As a result of that transaction, Sterling holds -0- derivate securities in the Company. 3. Following the transaction, Sterling Scott still beneficially owns 47,000,518 shares of common stock, of which Sterling Scott's wife owns -0- shares, representing, 5.3% of the outstanding stock of the Company.

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