Amended Statement of Changes in Beneficial Ownership (4/a)

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 * Shrivastava Sanjay	2. Issuer Name and Ticker or Trading Symbol Hancock Jaffe Laboratories, Inc. [ HJLI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    _____ 10% Owner _____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle) C/O JAFFE LABORATORIES,, 70 DOPPLER	3. Date of Earliest Transaction (MM/DD/YYYY) 11/5/2019
(Street) IRVINE, CA 92618 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY) 11/27/2018	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

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
Restricted Stock Units (1)	(2)	11/27/2018		A		29183		(2)	(2)	Common Stock	29183	$0	29183	D
Stock Options	$2.57	11/27/2018		A		60000		(3)	10/2/2021	Common Stock	60000	$0	60000	D

Explanation of Responses:
(1)	This amendment to Form 4 is being filed by the Reporting Person to include those certain Restricted Stock Units (the "RSUs") granted to the Reporting Person on November 27, 2018 in Table II rather than Table I because the RSUs, upon vesting, entitle the Reporting Person to one share of the Issuer's common stock or the cash equivalent, at the discretion of the Issuer (not shares of common stock only).
(2)	The RSUs were issued to the Reporting Person on November 27, 2018 in connection with joining the Issuer's board of directors pursuant to the Issuer's Amended and Restated 2016 Omnibus Incentive Plan (as amended, the "Plan"). The award is subject to time-based vesting and will vest in equal annual portions on: (i) October 2, 2019; (ii) October 2, 2020; and (iii) October 2, 2021. The award will cease vesting at such time as the Reporting Person is no longer a director of the Issuer and any unvested portion of the RSU will be forfeited immediately.
(3)	The common stock options were issued to the Reporting Person on November 27, 2018 in connection with joining the Issuer's board of directors pursuant to the Plan. The award is subject to time-based vesting and will vest in equal quarterly portions over a three (3) year period starting from October 2, 2018.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Shrivastava Sanjay C/O JAFFE LABORATORIES, 70 DOPPLER IRVINE, CA 92618	X

Signatures
/s/ Sanjay Shrivastava		11/6/2019
**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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

1 Year Hancock Jaffe Laboratories Chart

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