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)
11/24/2022

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	11/24/2022		G⁽¹⁾		32,000	D	$0.00	68,001	I	Lotaylingkyur LLC
Common Stock								324,077	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)
2020 Convertible Obligation	$0.5	12/01/2022		A⁽²⁾		$40,000		⁽²⁾	⁽²⁾	Common Stock	$40,000	$0.00	$1,375,199.12	D
Warrants Various Classes	⁽³⁾							⁽³⁾	⁽³⁾	Common Stock	⁽³⁾		$1,271,944⁽³⁾	D
Options (right to buy)	⁽⁴⁾							⁽⁴⁾	⁽⁴⁾	Common Stock	⁽⁴⁾		$2,425,000⁽⁴⁾	D

Explanation of Responses:

1. On November 24, 2022, Lotaylingkyur LLC gifted 32,000 shares to various nonprofit entities and family members. Lotaylingkyur LLC is controlled by Mr. Smith and his wife.

2. On December 1, 2022, Mr. Smith transferred $15,000 of deferred compensation and $25,000 of salary to his 2020 Convertible Obligation. The Balance of the 2020 Convertible Obligation of $1,375,199.12 (after the transaction described in this Form 4) is convertible into 2,750,399 units; each unit consisting of one share and one warrant with the exercise price of $0.75. The warrants are exerciseable through three years after the conversion date. Each of these warrants carry an exercise bonus of 75%.

3. As of December 5, 2022, Mr. Smith is the direct owner of 1,271,944 underlying warrants. These warrants are comprised of various classes, various prices, various expiration dates and various exercise bonus terms.

4. As of December 5, 2022, Mr. Smith is the direct owner of 2,425,000 underlying options. These options are comprised of various classes, various prices, various expiration dates and various exercise bonus terms.

	/s/ Mark A. Smith	12/05/2022
	** 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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