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 *
Dayton Judd
  2. Issuer Name and Ticker or Trading Symbol
FITLIFE BRANDS, INC. [FTLF]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
CHIEF EXECUTIVE OFFICER
(Last)
(First)
(Middle)
C/O FITLIFE BRANDS, INC., 5214 S. 136TH STREET
3. Date of Earliest Transaction (Month/Day/Year)
07/31/2018
(Street)

OMAHA, NE 68137
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 07/31/2018   A   450,000 (1) A $ 0 (2) 710,715 D  
Common Stock               793,000 I By Sudbury Holdings, LLC
Common Stock               44,400 I By SEP IRA

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options $ 0.28 (3) 07/31/2018   A   705,000     (4) 07/31/2028 Common Stock 705,000 $ 0 705,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Dayton Judd
C/O FITLIFE BRANDS, INC.
5214 S. 136TH STREET
OMAHA, NE 68137
      CHIEF EXECUTIVE OFFICER  

Signatures

 /s/ Dayton Judd   08/02/2018
**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).
(1) The Restricted Shares will vest as follows: (i) 150,000 Restricted Shares at such date that the 30 day volume weighted average price ("VWAP") for shares of the Issuer's common stock exceeds $1.20, (ii) 150,000 Restricted Shares at such date that the 30 day VWAP for shares of the Issuer's common stock exceeds $1.80, and (iii) 150,000 Restricted Shares at such date that the 30 day VWAP for shares of the Issuer's common stock exceeds $2.40.
(2) Each Restricted Share represents the right to receive one share of the Issuer's common stock.
(3) The stock options have an exercise price equal to the Fair Market Value of a share of the Issuer's common stock as of the date of the grant, and were granted by the Issuer to Mr. Judd under the Issuer's 2010 Equity Incentive Plan.
(4) One third of the stock options will vest immediately, with the remainder vesting equally in two annual installments thereafter.

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