SEC FORM 4

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).

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)
09/30/2021

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	10/15/2021		G⁽³⁾		32,000	D	$0.00	309,722	D
Common Stock	12/08/2021		A⁽⁴⁾		25,171	A	$0.00	334,893	D
Common Stock	12/10/2021		D⁽⁵⁾		50,816⁽⁵⁾	D	$0.00	284,077⁽⁵⁾	D
Common Stock								53,756	I	Wife IRA
Common Stock								62,535	I	MAS IRA
Common Stock	10/15/2021		G⁽⁶⁾		40,000	D	$0.00	113,432	I	Lotaylingkyur LLC
Common Stock	12/10/2021		D⁽⁷⁾		13,431	D	$0.00	100,001⁽⁷⁾	I	Lotaylingkyur LLC
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 Cnvertible Obligatioin	$0.5	09/30/2021		D⁽¹⁾			$162,000	⁽¹⁾	⁽¹⁾	Common Stock	$216,000	$0.00	$1,266,048.6⁽¹⁾	D
2020 Convertible Obligation	$0.5	12/07/2021		A⁽¹⁾		$36,000		⁽¹⁾	⁽¹⁾	Common Stock	$36,000	$0.00	$1,302,048.6⁽¹⁾	D
Class MASSEXTAUG Warrants	$0.6	11/25/2021		G⁽²⁾			300,000	⁽²⁾	⁽²⁾	Common Stock	300,000	$0.00	0	D
Class Warrants	$0.75	12/08/2021		A		25,171⁽⁴⁾		⁽⁴⁾	⁽⁴⁾	Common Stock	25,171	$0.00	1,271,944⁽⁴⁾	D
Options (right to buy)⁽⁸⁾	⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Common Stock	2,225,000		2,225,000	D

Explanation of Responses:

1. On the advice of the Company's auditing firm, the amount of salary added to the 2020 Convertible Obligation was reduced by $162,000. The amount as originally added and reported on Form 4 filed on July 30, 2021 was $216,000 based on pre-payment of Mr. Smith's compensation though the June 30, 2022 end of fiscal year. On 12/7/2021 $36,000 of Mr. Smith's salary was added to his 2020 Convertible Note. The balance of the 2020 Obligation of $1,302,048.60 is convertible into 2,604,098 shares of common stock and 2,604,098 warrants to purchase one share of common stock.

2. On November 25, 2021 Mr. Smith gifted/donated 300,000 warrants to grandchildren and non-profit entities. Each of these gifted warrants carries an exercise bonus of 75 %.

3. Between Oct 15 through Dec 12, 2021 32,000 shares of common stock were gifted to various individuals by Mark and Kelly Smith.

4. On December 8, 2021 Mr. Smith converted $12,585.23 unreimbursed expenses into 25,171 units (at most recent PPM price) of $0.50 per unit consisting of one share of Bion common stock and one warrant. Each of these warrants carry an exercise bonus of 75%. The warrants are exercisable at $0.75/warrant until 12/31/2024. The total number of warrants owned by Mr. Smith after this transaction is a combination of various classes, exercise prices and exercise bonuses.

5. The net reduction in the amount of 50,816 shares of common stock is due to booking errors made by Millennium Trust from dates commencing no later than January 2020.

6. Between Oct 15 through Dec 12, 2021, 40,000 shares of common stock were gifted by Lotaylingkyur LLC which is controlled by Mr. Smith and his wife.

7. The net reduction in the amount of 13,431 shares of common stock is due to booking errors made by Millennium Trust from dates commencing no later than January 2020

8. The total number of granted options to Mr. Smith as of this date represents various exercise prices of $0.60 to $1.20 and exercise bonus terms.

	/s/ Mark A. Smith	12/15/2021
	** Signature of Reporting Person	Date
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