Benathen Marc David Form 3 Filed 2021-02-10

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person ^*

Benathen Marc David

2. Date of Event Requiring Statement (Month/Day/Year)

02/04/2021

3. Issuer Name and Ticker or Trading Symbol

CONVERSION LABS, INC. [CVLB]

(Last)

(First)

(Middle)

C/O CONVERSION LABS, INC,, 800 THIRD AVENUE, SUITE 2800

4. Relationship of Reporting Person(s) to Issuer

(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chief Financial Officer

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

(Street)

NEW YORK, NY 10022

(City)

(State)

(Zip)

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 Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units	15,000⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Options to purchase shares of Common Stock	⁽¹⁾	⁽¹⁾	Common Stock, par value $0.001	200,000	⁽¹⁾	D⁽¹⁾

Explanation of Responses:

Pursuant to the terms of the employment agreement, by and between Mr. Benathen and the Issuer, on February 4, 2021 (the "Effective Date"), Mr. Benathen was granted: (i) 15,000 restricted stock units of the Company's common stock (the "RSUs"), with 3,750 of the RSUs vesting on the Effective Date, and the remaining RSUs scheduled to vest in three equal installments of 3,750, on each of February 4, 2022, February 4, 2023 and February 4, 2024; and (ii) stock options to purchase up to 200,000 shares of the Company's common stock at an exercise price of $21.02 per share (the "Stock Options"). The Stock Options shall vest in equal monthly tranches, based on the passage of time, over the 36 months, beginning on the Effective Date.

	Signatures
	/s/ Marc Benathen	02/10/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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