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
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

King-Jones Heidy
2. Issuer Name and Ticker or Trading Symbol

Provention Bio, Inc. [ PRVB ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Legal Officer
(Last)          (First)          (Middle)

C/O PROVENTION BIO, INC., 55 BROAD STREET, 2ND FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

3/22/2022
(Street)

RED BANK, NJ 07701
(City)        (State)        (Zip)
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

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)
Code V Amount (A) or (D) Price

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (right to buy) $11.23 3/22/2022  A   60000 (1)   3/22/2022 8/3/2030 Common Stock, par value $0.0001 60000 $0 (2)210000 (3)D  

Explanation of Responses:
(1) As previously reported on a Form 4 filed on August 3, 2020, on August 3, 2020 the Reporting Person was granted a stock option for 300,000 shares of Common Stock, 120,000 of which option shares vest in four equal annual installments commencing on August 3, 2021 and 180,000 of which option shares vest upon completion of certain performance milestones. This amount represents the vesting of 60,000 of the 180,000 performance option shares on March 22, 2022 upon the satisfaction of certain performance milestones. This Form 4 is being filed solely to report the vesting of such previously reported 60,000 option shares.
(2) The stock options were granted pursuant to the Issuer's Amended and Restated 2017 Equity Incentive Plan.
(3) Represents the 120,000 time-based option shares referred to in footnote (1) plus the 30,000 vested performance option shares which vested August 3, 2021 plus the 60,000 vested performance options shares referred to in footnote (1).

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
King-Jones Heidy
C/O PROVENTION BIO, INC.
55 BROAD STREET, 2ND FLOOR
RED BANK, NJ 07701


Chief Legal Officer

Signatures
/s/ Thierry Chauche, as attorney-in-fact3/24/2022
**Signature of Reporting PersonDate


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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