Statement of Changes in Beneficial Ownership (4)

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

OMB APPROVAL

OMB Number:

3235-0287

Estimated average burden
hours per response...

0.5

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 * Hoffman Stephen August	2. Issuer Name and Ticker or Trading Symbol BODY & MIND INC. [ BAMM ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) Chief Operating Officer
(Last)          (First)          (Middle) 230 CORAL WAY	3. Date of Earliest Transaction (MM/DD/YYYY) 4/30/2020
(Street) BROOMFIELD, CO 80020 (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

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
Options (right to buy)	$0.67 (1)	4/30/2020		A (2)		250000		(3)	4/30/2025	Common Stock	250000	$0	1025000 (4)	D

Explanation of Responses:
(1)	Price shown reflects Canadian dollars.
(2)	Granted pursuant to and in accordance with the Company stock incentive plan.
(3)	The Options become exercisable as to 62,500 Options on October 30, 2020, 62,500 Options on April 30, 2021, 62,500 Options on October 30, 2021, and 62,500 Options on April 30, 2022.
(4)	In addition to the options to purchase 250,000 shares as disclosed above, the Reporting Person also holds options to purchase 175,000 shares at an exercise price of C$0.57 per share expiring on December 10, 2023, options to purchase 350,000 shares at an exercise price of C$0.88 per share, subject to vesting provisions, expiring on August 21, 2024, and options to purchase 250,000 shares at an exercise price of C$0.405 per share, subject to vesting provisions, expiring on March 1, 2025.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Hoffman Stephen August 230 CORAL WAY BROOMFIELD, CO 80020	X		Chief Operating Officer

Signatures
/s/ Stephen August Hoffman		5/1/2020
**Signature of Reporting Person		Date