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)
03/07/2023

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	03/07/2023		A⁽¹⁾		739,958	A	$0.00	1,046,535	D
Common Stock	03/07/2023		G⁽²⁾		300,000	D	$0.00	746,535	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)
Adjusted 2020 Convertible Obligation	$0.5	03/07/2023		D⁽¹⁾			$70,000	⁽¹⁾	⁽¹⁾	Common Stock	$0.00	$0.00	2,192,518⁽¹⁾	D
Class MARCON Warrants	$0.75	03/07/2023		A⁽¹⁾		739,958		⁽¹⁾	⁽¹⁾	Common Stock	739,958	$0.00	739,958	D
Class MARCON Warrants	$0.75	03/07/2023		G⁽³⁾			410,000	⁽¹⁾	⁽¹⁾	Common Stock	410,000	$0.00	329,958	D
Various Other Classes-Warrants	⁽⁴⁾							⁽⁴⁾	⁽⁴⁾	Common Stock	1,271,944		1,271,944	D
Options (right to buy)	⁽⁵⁾							⁽⁵⁾	⁽⁵⁾	Common Stock	2,425,000		2,425,000	D

Explanation of Responses:

1. On March 7, 2023, Mr. Smith converted $70,000 of principal from his Adjusted 2020 Convertible note into 739,958 Units; each unit consisting of one share and one warrant with the exercise price of $.75 until 3/7/2026. Each of these warrants carry an exercise bonus of 75%.

2. On March 7, Mr. Smith gifted/donated 300,000 shares to various nonprofit entities and/or family members. Of the 439,958 shares not gifted, 250,000 shares are registered to Mr. Smith's wife.

3. On March 7, 2023, Mr. Smith gifted/donated 410,000 warrants to various nonprofit entities and/or family members. Of the 329,958 warrants not gifted, 250,000 warrants are registered to Mr. Smith's wife.

4. As of March 7, 2023, Mr. Smith is the direct owner of 1,271,944 underlying other warrants in addition to those acquired in the March 7, 2023 conversion (see Note 1). These warrants are comprised of various classes and various prices with expiration dates ranging from 2024 to 2025 and exercise bonus terms ranging from 75% to 90%.

5. As of March 7, 2023, Mr. Smith is the direct owner of 2,425,000 underlying options. These options are comprised of various classes and various prices with expiration dates ranging from 2024 to 2026 and exercise bonus terms ranging from 75% to 90%.

	/s/ Mark Smith	03/09/2023
	** 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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