Form 4 PACIFIC HEALTH CARE ORGA For: Apr 27 Filed by: KUBOTA TOM

May 1, 2018 1:07 PM EDT

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:		3235-0287
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hours per response:		0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person ^*

KUBOTA TOM

(Last)

(First)

(Middle)

2618 SAN MIGUEL DRIVE, #477

(Street)

NEWPORT BEACH

92660

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PACIFIC HEALTH CARE ORGANIZATION INC [ PFHO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
CEO & President

3. Date of Earliest Transaction (Month/Day/Year)
04/27/2018

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common	04/27/2018		P		1,000	A	$ 4.25	1,945,000	D ⁽¹⁾

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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred	$ 0							⁽²⁾	⁽²⁾	Common Stock	4,000 ⁽²⁾		4,000	D ⁽¹⁾
Employee Stock Options	$ 3.75							⁽³⁾	⁽³⁾	Common Stock	183,000		187,000	D
Employee Stock Options	$ 3.75							⁽³⁾	⁽³⁾	Common Stock	17,000		203,000	D

Explanation of Responses:

1. The Reporting Person holds the shares through the Tom Kubota Revocable Trust of 2013 (the "Trust"). The Reporting Person is the sole Trustee of the Trust. As such, the Reporting Person may be deemed to have voting and/or investment power over the shares held by the Trust and therefore may be deemed to be the beneficial owner of those shares.

2. The Series A Preferred Stock converts into Common Stock of the Issuer on a 1:1 basis at any time at the election of the Reporting Person and has no expiration date.

3. The options vest on August 17, 2018. Vesting is subject to the Reporting Person remaining continuously employed with the Company from the date of grant, August 17, 2017 to August 17, 2018, except in the event the Reporting Person's employment terminates as a result of death or disability, in which case, the options shall vest to the designated beneficiary of the Reporting Person on the one-year anniversary of the grant date. Vested options become exercisable on August 17, 2018 and expire on August 17, 2022.

Remarks:

ALL SHARE AMOUNTS AND CONVERSION OR EXERCISE PRICES HAVE BEEN ADJUSTED TO REFLECT THE FOUR-SHARES-FOR-ONE-SHARE (4:1) FORWARD SPLIT OF THE COMPANY'S STOCK ON APRIL 5, 2018.

	/s/ Tom Kubota	04/30/2018
	** 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 Number.

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Form 4 PACIFIC HEALTH CARE ORGA For: Apr 27 Filed by: KUBOTA TOM

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