Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

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

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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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

SMITH MARK A

(Last)

(First)

(Middle)

401 N. RIVERSIDE DRIVE #408

(Street)

POMPANO BEACH

33062

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BION ENVIRONMENTAL TECHNOLOGIES INC [ BNET ]

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

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2023

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 Stock	12/31/2023		A⁽¹⁾		449,261	A	$0.00	1,776,829	D
Common Stock	12/31/2023		G⁽²⁾		200,000	D	$0.00	1,576,829	D
Common Stock	01/01/2024		A⁽³⁾		522,231	A	$0.00	2,099,060	D
Common Stock	01/01/2024		G⁽⁴⁾		122,231	D	$0.00	1,976,829	D
Common Stock								53,756	I	Wife IRA
Common Stock								62,535	I	MAS IRA
Common Stock								12,681	I	Lotaylingkyur Foundation

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)
Adjusted 2020 Convertible Obligation	$0.0946	12/31/2023		D⁽¹⁾			$42,500	⁽¹⁾	⁽¹⁾	Common Stock	$42,500	$0.00	522,231⁽¹⁾	D
Adjusted 2020 Convertible Obligation	$0.0946	01/01/2024		D⁽³⁾			$49,403.05	⁽³⁾	⁽³⁾	Common Stock	$49,403.05	$0.00	0⁽³⁾	D
ClassDECCONV-1 warrants	$0.75	12/31/2023		A⁽¹⁾		449,261		⁽¹⁾	⁽¹⁾	Common Stock	449,261	$0.00	449,261	D
ClassDECCONV-1 warrants	$0.75	12/31/2023		G⁽²⁾			200,000	⁽²⁾	⁽²⁾	Common Stock	200,000	$0.00	249,261	D
Class JAN2024CONV-1 warrants	$0.75	01/01/2024		A⁽³⁾		522,231		⁽³⁾	⁽³⁾	Common Stock	522,231	$0.00	522,231	D
Class JAN2024CONV-1 warrants	$0.75	01/01/2024		G⁽⁴⁾			122,231	⁽⁴⁾	⁽⁴⁾	Common Stock	122,231	$0.00	400,000	D
Various Other Classes warrants	⁽⁵⁾							⁽⁵⁾	⁽⁵⁾	Common Stock	2,177,935		2,177,935	D
Class FEB2021-2	⁽⁵⁾							⁽⁵⁾	⁽⁵⁾	Common Stock	100,001		100,001	I	Lotaylingkyur Inc.
Options (right to buy)	⁽⁵⁾							⁽⁶⁾	⁽⁶⁾	Common Stock	2,425,000		2,425,000	D

Explanation of Responses:

1. On December 31, 2023 Mr. Smith converted $42,500 from his Adjusted 2020 Convertible note into 449,261 Units; each unit consisting of one share and one warrant with the exercise price of $.75 until 12/31/2026. Each of these warrants carry an exercise bonus of 75%. The balance of the Adjusted 2020 Convertible note after the December 31, 2023, conversion is $49,403.05. The Adjusted 2020 Convertible note is convertible at $.0946/Unit.

2. On December 31, 2023, Mr. Smith gifted 200,000 units to various family members and non profit entities. Of the 249,261 units not gifted, 149,261 are registered to Mr. Smith's wife.

3. On January 1, 2024, Mr. Smith converted the remaining balance of $49,403.05 of his Adjusted 2020 Convertible note into 522,231 Units; each unit consisting of one share and one warrant with the exercise price of $.75 until 1/1/2027. Each of these warrants carry an exercise bonus of 75%. The Adjusted 2020 Convertible note is convertible at $.0946/Unit.

4. On January 1, 2024, Mr. Smith gifted 122,231 Units to various family members and non profit entities. Of the 400,000 units not gifted, 200,000 are registered to Mr. Smith's wife.

5. As of January 2, 2024, Mr. Smith and his wife are the direct owners of 2,827,196 underlying warrants (1,906.987 Mark Smith, 920,209 Kelly Smith) and indirect owners of 100,001 warrants registered to Lotaylingkyur Inc. (controlled by Mr. & Mrs. Smith) for an aggregate beneficial ownership of 2,927,197 warrants. These warrants are comprised of various classes and various prices with expiration dates ranging from 2024 to 2027 and exercise bonus terms ranging from 75% to 90%.

6. As of January 2, 2024, 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%.

	/s/ Mark A. Smith	01/05/2024
	** 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).
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