Statement of Changes in Beneficial Ownership (4)
08 6월 2023 - 5:25AM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
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1. Name and Address of Reporting Person
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SMITH MARK A |
2. Issuer Name and Ticker or Trading Symbol
BION ENVIRONMENTAL TECHNOLOGIES INC
[
BNET
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President |
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(Last)
(First)
(Middle)
401 N. RIVERSIDE DRIVE #408 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/4/2023 |
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(Street)
POMPANO BEACH, FL 33062 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 6/4/2023 | | A(1) | | 386608 | D | $0.00 | 1279091 | D | |
| Common Stock | 6/4/2023 | | G(2) | | 250000 | D | $0.00 | 1029091 | D | |
| Common Stock | | | | | | | | 53756 | I | Wife IRA |
| Common Stock | | | | | | | | 62535 | I | MAS IRA |
| Common Stock | | | | | | | | 12681 | I | Lotaylingkyur Foundation |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
| Adjusted 2020 Convertible Obligation | $0.50 | 6/4/2023 | | D (1) | | | $36573.11 | (1) | (1) | Common Stock | $36573.11 | $0.00 | $1489962 | D | |
| Class JUNECONV-3 Warrants | $0.75 | 6/4/2023 | | A (1) | | 386608 | | (1) | (1) | Common Stock (1) | 386608 | $0.00 | 386608 | D | |
| Class JUNECONV-3 Warrants | $0.75 | 6/4/2023 | | G (3) | | | 250000 | (3) | (3) | Common Stock | 250000 | $0.00 | 136608 | D | |
| Various Other Classes Warrants | (4) | | | | | | | (4) | (4) | Common Stock | 1351902 | | 1351902 | D | |
| Optioins (right to buy) | (5) | | | | | | | (6) | (6) | Common Stock | 2425000 | | 2425000 | D | |
| Explanation of Responses: |
| (1) | On June 4, 2023, Mr. Smith converted $36,573.11 of principal from his Adjusted 2020 Convertible note into 386,608 Units; each unit consisting of one share and one warrant with the exercise price of $.75 until 6/4/2026. Each of these warrants carry an exercise bonus of 75%. The balance of the Adjusted 2020 Convertible note after the June 4, 2023, conversion is $140,950.41. The Adjusted 2020 Convertible note is convertible at $.0946/Unit. |
| (2) | On June 4, 2023, Mr. Smith gifted/donated 250,000 shares to various nonprofit entities. Of the 136,608 shares not gifted, 100,000 shares are registered to Mr. Smith's wife. |
| (3) | On June 4, 2023, Mr. Smith gifted/donated 250,000 warrants to various nonprofit entities. 100,000 of the warrants not gifted are registered to Mr. Smith's wife. |
| (4) | As of June 4, 2023 Mr. Smith is the direct owner of 1,351,902 underlying other warrants in addition to those acquired in the June 4, 2023 conversion (see Note 1). These warrants are comprised of various classes and various prices with expiration dates ranging from 2024 to 2026 and exercise bonus terms ranging from 75% to 90%. |
| (5) | As of June 4, 2023, the total of 370,948 warrants are registered to Mr. Smith's wife which includes the June 4, 2023, issuance. |
| (6) | As of June 4, 2023, Mr. Smith is the direct owner of 2,425,000 underlying options. These options are comprised of various classes and various prices with expiration dates ranging from 2024 to 2026 and exercise bonus terms ranging from 75% to 90%. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
SMITH MARK A
401 N. RIVERSIDE DRIVE #408
POMPANO BEACH, FL 33062 | X | X | President |
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Signatures
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| /s/ Mark A. Smith | | 6/7/2023 |
| **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. |
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