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 *

Bhatnagar Anshu
2. Issuer Name and Ticker or Trading Symbol

REALBIZ MEDIA GROUP, INC [ RBIZ ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Executive Officer
(Last)          (First)          (Middle)

9711 WASHINGTON BLVD., #550
3. Date of Earliest Transaction (MM/DD/YYYY)

1/2/2017
(Street)

GAITHERSBURG, MD 20878
(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   1/10/2017     M    11581467   A $0.006   (4) 11581467   D    
Common Stock   1/10/2017     F (4)    2331838   D $0.0298   9249629   D    

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
Warrants   $0.006   1/2/2017     A      11581467       1/2/2017     (5) Common Stock   11581467     (1) 11581467   D    
Series A Convertible Preferred Stock   $1.00   (2) 1/9/2017     A      100000       1/9/2017     (5) Common Stock   5000   $0.0061   100000   D    
Series C Convertible Preferred Stock   $0.05   (3) 1/6/2017     A      100000       1/6/2017     (5) Common Stock   10000000   $1.00   100000   D    
Warrants   $0.006   1/10/2017     M         11581467    1/2/2017     (5) Common Stock   11581467     (1) 0   D    

Explanation of Responses:
( 1)  The warrants were acquired pursuant to an agreement between Mr. Bhatnagar and the Company, dated January 2, 2017, pursuant to which Mr. Bhatnagar agreed to take on the role of director and CEO. No other consideration was paid for these warrants.
( 2)  The number of shares received through conversion of Series A Convertible Preferred Stock is the Stated Value ($0.05) divided by the Conversion Price ($1.00), resulting in 0.05 shares of common stock issuable upon conversion of each share of Series A Convertible Preferred Stock.
( 3)  The number of shares received through conversion of Series C Convertible Preferred Stock is the Stated Value ($5.00) divided by the Conversion Price ($0.05), resulting in 100 shares of common stock issuable upon conversion of each share of Series C Convertible Preferred Stock.
( 4)  On January 10, 2017, the reporting person exercised a warrant to purchase 11,581,467 shares of common stock for $0.006 per share. The reporting person paid the exercise price on a cashless basis, resulting in a withholding of 2,331,838 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 9,249,629 shares.
( 5)  No expiration date

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Bhatnagar Anshu
9711 WASHINGTON BLVD., #550
GAITHERSBURG, MD 20878
X
Chief Executive Officer

Signatures
/s/ Anshu Bhatnagar 1/12/2017
** 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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