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)

500 MOHAWK DRIVE #108

(Street)

BOULDER

80303

(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)
01/23/2024

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	01/23/2024		M⁽¹⁾		2,439,426	A	$0.00	4,416,255	D
Common Stock	01/23/2024		M⁽¹⁾		85,354	A	$0.00	85,354	I	Lotaylingkyur LLC
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)
2020 Non Adjusted Convertible Obligation	$0.5							⁽³⁾	⁽³⁾	Common Stock	237,464⁽³⁾		237,464⁽³⁾	D
Deferred Compensation	$0.75							⁽⁴⁾	⁽⁴⁾	Common Stock	93,934⁽⁴⁾		93,934⁽⁴⁾	D
Class CAP2017 Warrants	$0.75	01/23/2024		M⁽⁵⁾			300,000	⁽⁵⁾	⁽⁵⁾	Common Stock	⁽⁵⁾	$0.00	0	D
Class MAS Various Warrants	$0.75	01/23/2024		M⁽⁶⁾			1,600,487	⁽⁶⁾	⁽⁶⁾	Common Stock	⁽⁶⁾	$0.00	0	D
Class MAS Various Warrants	$0.75	01/23/2024		M⁽⁷⁾			106,500	⁽⁷⁾	⁽⁷⁾	Common Stock	⁽⁷⁾	$0.00	0	D
Class MAS Various Warrants	$0.75	01/23/2024		M⁽⁸⁾			820,209	⁽⁸⁾	⁽⁸⁾	Common Stock	⁽⁸⁾	$0.00	0	D
Class FEB2021-2	$0.75	01/23/2024		M⁽²⁾			100,001	⁽²⁾	⁽²⁾	Common Stock	⁽²⁾	$0.00	0	I	Lotaylingkyur Inc.
Options (Right to Buy)	⁽⁵⁾							⁽⁹⁾	⁽⁹⁾	Common Stock	2,425,000		2,425,000	D

Explanation of Responses:

1. On January 23, 2024 Mr. Smith and his spouse elected to exercise 2,827,196 warrants at an exercise price of $.75/warrant with price adjustments ranging from 75% to 90% which will result in the issuance of 2,439,426 shares of common stock. These warrants were exercised using the cashless exercise option. The administrative process involved in these exercises/issuances has been long and extended and none of the shares have been issued and delivered as of the date of filing this report. Details regarding these exercises are set forth in the notes below.

2. On January 23, 2024 100,001 warrants registered to Lotaylingkyur, Inc. (controlled by Mr. & Mrs. Smith) were exercised at a price of $.75/warrant (with a 75% price adjustment), and 85,354 shares of common stock were issued (under Bion's S-8 Registration Statement and 2006 Incentive Plan).

3. As of December 31, 2023, the balance of the 2020 Convertible Obligation owned by Mr. Smith was $118,731.68 convertible into 237,464 units (each unit consisting of one share and one warrant exercisable at $.75/warrant). Each warrant will include the potential to have a price adjustment of 75%.

4. As of December 31, 2023, the balance of deferred compensation owed to Mr. Smith was $70,450 (convertible into 93,934 shares of common stock at $0.75 per share).

5. On January 23, 2024, Mr. Smith exercised 300,000 Class CAP2017 warrants were exercised @ $.75/warrant (with a price adjustment of 90%) and 282, 422 shares of restricted stock were issued.

6. On January 23, 2024, 1,600,487 Class MAS Various warrants were exercised at $0.75/warrant (with a price adjustment of 75%) and 1,366,042 shares were issued (under Bion's S-8 from the S-8 Registration Statement and 2006 Incentive Plan).

7. On January 23, 2024, 106,500 Class MAS Various warrants were exercised at $0.75/warrant (with a price adjustment of 75%) and 90,900 shares of restricted stock were issued.

8. On January 23, 2024, 820,209 Class MAS various warrants registered to Mr. Smith's spouse were exercised at $0.75 (with a price adjustment of 75%) and 700,062 shares were issued (under Bion's S-8 Registration Statement and 2006 Incentive Plan).

9. These options are comprised of various classes and various exercise of prices with expiration dates ranging from 2024 to 2026 and exercise bonus terms ranging from 75% to 90%.

	/s/ Mark A. Smith	02/14/2024
	** 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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