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 BEACH #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)
02/01/2023

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	02/07/2023		G⁽¹⁾		17,500⁽¹⁾	D	$0.00	306,577	D
Common Stock	02/07/2023		G⁽²⁾		68,001⁽¹⁾	D	$0.00	0.00	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 Convertible Obligation	$0.5	02/01/2023		A⁽³⁾		$30,000⁽³⁾		⁽³⁾	⁽³⁾	See footnote⁽³⁾	$30,000⁽³⁾	$0.00	$30,000⁽³⁾	D
2020 Convertible Obligation	$0.5	02/01/2023		D⁽⁴⁾			$1,387,060.74⁽⁴⁾	⁽⁴⁾	⁽⁴⁾	See footnote⁽⁴⁾	$1,387,060.74⁽⁴⁾	$0.00	$0.00⁽⁴⁾	D
Adjusted 2020 Convertible Obligation	$0.0946	02/01/2023		A⁽⁵⁾		$277,412.16⁽⁵⁾		⁽⁵⁾	⁽⁵⁾	See footnote⁽⁵⁾	$277,412.16⁽⁵⁾	$0.00	$277,412.16⁽⁵⁾	D
2020 Collateral Convertible Obligation	$0.5							⁽⁶⁾	⁽⁶⁾	See footnote⁽⁶⁾	$35,714.49⁽⁶⁾		$35,714.49⁽⁶⁾	D

Explanation of Responses:

1. On February 7, 2023, Mr. Smith and his wife gifted 17,500 shares to various nonprofit entities and family members.

2. On February 7, 2023, Lotaylingkyur LLC gifted 68,001 shares to various nonprofit entities and family members. Lotaylingkyur LLC is controlled by Mr. Smith and his wife.

3. On February 1, 2023, Mr. Smith transferred $5,000 of deferred compensation and $25,000 of salary to his 2020 Convertible Obligation. The balance of the 2020 Convertible Obligation of $1,387,060.74 is convertible into 2,744,122 units; each unit consisting of one share and one warrant with the exercise price of $0.75.

4. On February 1, 2023, the principal of most of the 2020 Convertible Obligation of $1,387,060.74 was adjusted down by 80%. At the end of the maturity date of July 1, 2024, the balance of the 2020 Convertible Obligation would be $1,468,036 and would be convertible into 2,936,072 units of BNET restricted securities consisting of 2,936,072 shares and 2,936,072 warrants @ $.75 each exerciseable through three years after the conversion date. Each of these warrants carry an exercise bonus of 75%.

5. The principal note balance 'Adjusted 2020 Convertible Obligation' will not accrue interest until the maturity date of July 1, 2024, with conversion terms of $.0946 replacing the prior conversion terms of $0.50. This change will yield equity slightly less than the unadjusted 2020 Convertible Obligation would have received if converted on the maturity date. The balance of the Adjusted 2020 Convertible Obligation is $277,412.16 and is convertible into 2,932,476 units of BNET restricted securities consisting of 2,932,476 shares and 2,932,476 warrants @ $.75 each exerciseable through three years after the conversion date. Each of these warrants carry an exercise bonus of 75%.

6. Prior to the adjustment of February 1, 2023, there were two 2020 Convertible Obligations; one of which is held by Bion as collateral. This portion of the 2020 Convertible Obligation has remained unchanged and will continue to accrue interest until the maturity date of July 1, 2024, with conversion terms of $0.50 per unit and is convertible into 71,429 restricted shares and 71,429 warrants exerciseable until three years after the conversion date. Each of these warrants carry an exercise bonus of 75%.

	/s/ Mark A. Smith	02/27/2023
	** Signature of Reporting Person	Date
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