Toga Ltd (Form: 4, Received: 08/03/2020 14:07:48)

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 ^* Henderson Alexander Dietrich	2. Issuer Name and Ticker or Trading Symbol Toga Ltd [ TOGL ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Financial Officer
(Last) (First) (Middle) 460 WHITE CAP LANE	3. Date of Earliest Transaction (MM/DD/YYYY) 5/1/2019
(Street) NEWPORT COAST, CA 92657	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
(City) (State) (Zip)

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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	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)

*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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options	$0.4	5/1/2019		A		20,000		5/31/2019	5/1/2021	Common Stock	20,000	$0 ⁽¹⁾	80,000 ⁽²⁾	D
Stock Options	$0.4	5/1/2019		A		20,000		6/30/2019	5/1/2021	Common Stock	20,000	$0 ⁽¹⁾	100,000 ⁽²⁾	D
Stock Options	$0.4	5/1/2019		A		20,000		7/31/2019	5/1/2021	Common Stock	20,000	$0 ⁽¹⁾	120,000 ⁽²⁾	D
Stock Options	$0.2	8/1/2019		A		1,220		8/31/2019	8/1/2021	Common Stock	1,220	$0 ⁽³⁾	13,220	D
Stock Options	$0.2	8/1/2019		A		1,221		9/30/2019	8/1/2021	Common Stock	1,221	$0 ⁽³⁾	14,441	D
Stock Options	$0.2	8/1/2019		A		1,221		10/31/2019	8/1/2021	Common Stock	1,221	$0 ⁽³⁾	15,662	D
Stock Options	$0.2	11/1/2019		A		1,043		11/30/2019	11/1/2021	Common Stock	1,043	$0 ⁽³⁾	16,705	D
Stock Options	$0.2	11/1/2019		A		1,043		12/31/2019	11/1/2021	Common Stock	1,043	$0 ⁽³⁾	17,748	D
Stock Options	$0.2	11/1/2019		A		1,044		1/31/2020	11/1/2021	Common Stock	1,044	$0 ⁽³⁾	18,792	D
Stock Options	$0.2	3/25/2020 ⁽⁴⁾		D			2,000	3/8/2019	2/8/2021	Common Stock	2,000	$8.33	0 ⁽⁴⁾	D
Stock Options	$0.2	3/25/2020 ⁽⁴⁾		D			2,000	4/8/2019	2/8/2021	Common Stock	2,000	$8.33	0 ⁽⁴⁾	D
Stock Options	$0.2	3/25/2020 ⁽⁴⁾		D			2,000	5/8/2019	2/8/2021	Common Stock	2,000	$8.33	0 ⁽⁴⁾	D
Stock Options	$0.4	3/25/2020 ⁽⁴⁾		D			2,000	5/31/2019	5/1/2021	Common Stock	2,000	$8.33	0 ⁽⁴⁾	D
Stock Options	$0.4	3/25/2020 ⁽⁴⁾		D			2,000	6/30/2019	5/1/2021	Common Stock	2,000	$8.33	0 ⁽⁴⁾	D
Stock Options	$0.4	3/25/2020 ⁽⁴⁾		D			2,000	7/31/2019	5/1/2021	Common Stock	2,000	$8.33	0 ⁽⁴⁾	D
Stock Options	$0.2	3/25/2020 ⁽⁴⁾		D			1,220	8/31/2019	8/1/2021	Common Stock	1,220	$8.33	0 ⁽⁴⁾	D
Stock Options	$0.2	3/25/2020 ⁽⁴⁾		D			1,221	9/30/2019	8/1/2021	Common Stock	1,221	$8.33	0 ⁽⁴⁾	D
Stock Options	$0.2	3/25/2020 ⁽⁴⁾		D			1,221	10/31/2019	8/1/2021	Common Stock	1,221	$8.33	0 ⁽⁴⁾	D
Stock Options	$0.2	3/25/2020 ⁽⁴⁾		D			1,043	11/30/2019	11/1/2021	Common Stock	1,043	$8.33	0 ⁽⁴⁾	D
Stock Options	$0.2	3/25/2020 ⁽⁴⁾		D			1,043	12/31/2019	11/1/2021	Common Stock	1,043	$8.33	0 ⁽⁴⁾	D
Stock Options	$0.2	3/25/2020 ⁽⁴⁾		D			1,044	1/31/2020	11/1/2021	Common Stock	1,044	$8.33	0 ⁽⁴⁾	D

Explanation of Responses:
(1)	During the year ended July 31, 2019, Toga Limited granted options to purchase up to 120,000 shares of its common stock to Mr. Henderson, the Company's CFO, as stock-based compensation. 60,000 shares underlying the options had an exercise price of $0.20 per share (as reported in that certain Form 4 filed by Mr. Henderson on April 19, 2019), and 60,000 shares underlying the options had an exercise price of $0.40 per share. The options were issued quarterly and were subject to a vesting schedule of one-third of the options vesting every 30 days.
(2)	These options were subsequently subject to the 10:1 reverse stock split approved and adopted by Toga Limited's board of directors on April 24, 2019; thus, following the reverse stock split, the options became exercisable for up to 60,000 shares of Toga Limited's common stock. The value of the options was $106,102 and recorded as stock-based compensation.
(3)	During the six months ended January 31, 2020, Toga Limited granted options to purchase up to 6,792 shares of its common stock to Mr. Henderson as stock-based compensation. The options were issued quarterly (3,662 options were granted August 1, 2019 and 3,130 options were granted November 1, 2019), and were subject to a vesting schedule of one-third of the options vesting every 30 days.
(4)	On March 25, 2020, Toga Limited redeemed stock options to purchase 18,792 shares of its common stock from Mr. Henderson for an aggregate purchase price of $156,537 (or $8.33 per share).

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Henderson Alexander Dietrich 460 WHITE CAP LANE NEWPORT COAST, CA 92657	X		Chief Financial Officer

Signatures
Alexander D. Henderson		8/3/2020
^**Signature of Reporting Person		Date

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