Form: 4

Statement of changes in beneficial ownership of securities

May 14, 2014

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 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 *
Schwartzberg Gil
   2. Issuer Name and Ticker or Trading Symbol
LIXTE BIOTECHNOLOGY HOLDINGS, INC. [LIXT.OB] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
269 S. BEVERLY DR., #1315		 3. Date of Earliest Transaction (Month/Day/Year)
04/02/2014
(Street)

BEVERLY HILLS, CA 90212		 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               750,800 D  
Common stock               829,782 D  
Common stock               558,815 I Continuum Capital Partners, L.P. (1)
Common stock               1,150,000 I David Stirling Trust (2)
Common stock               1,184,000 I Julie Schwartzberg Trust (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
Warrants (4) $ 0.75 04/02/2014   J     500,000 01/20/2010 06/30/2014 Common 500,000 $ 0 0 D  
Warrants (5) $ 0.75 04/02/2014   J     500,000 01/20/2010 06/30/2014 Common 500,000 $ 0 0 I Julie Schwartzberg Trust
Warrants (6) $ 0.75 04/02/2014   J     500,000 01/20/2010 06/30/2014 Common 500,000 $ 0 0 I David Stirling Trust
Options $ 1             10/15/2009 10/15/2014 Common 500,000   500,000 D  
Options $ 1             10/05/2011 10/15/2016 Common 500,000   500,000 D  
Options $ 1             09/11/2012 09/11/2017 Common 500,000   500,000 D  
Options $ 0.5             01/28/2014 01/28/2019 Common 2,000,000   2,000,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Schwartzberg Gil
269 S. BEVERLY DR.
#1315
BEVERLY HILLS, CA 90212		     X    

Signatures

 /s/ Gil Schwartzberg   05/14/2014
**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) Owned by Continuum Capital Partners, L.P. as to which Mr. Schwartzberg has sole voting, disposition and investment control.
(2) Owned by the David Stirling Trust as to which Mr. Schwartzberg is the Co-Trustee.
(3) Owned by the Julie Schwartzberg Trust as to which Mr. Schwartzberg is the Co-Trustee.
(4) Consists of warrants owned by Mr. Schwartzberg which were assigned without consideration to unrelated parties who subsequently exercised the warrants.
(5) Consists of warrants owned by the Julie Schwartzberg Trust which were assigned without consideration to an unrelated party who subsequently exercised the warrants.
(6) Consists of warrants owned by the David Stirling Trust which were assigned without consideration to an unrelated party who subsequently exercised the warrants.

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