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)

BOX 566

(Street)

CRESTONE

81131

(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)
08/01/2018

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	08/27/2018		G⁽⁶⁾		60,000	D	$0.00	265,809	D
Common Stock	09/01/2018		A⁽¹⁾		200,000	A	$0.5	465,809	D
Common Stock	09/01/2018		G⁽²⁾		150,000	D	$0.00	315,809	D
Common Stock	09/01/2018		A⁽²⁾		120,000	A	$0.00	260,000	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)
Warrants Class MASESTAUG⁽³⁾	$0.75	08/01/2018		P		300,000		08/01/2018	06/30/2023	Common Stock	300,000	$0.1	300,000	D
Options (right to buy)	$0.75	08/22/2018		A⁽⁴⁾		75,000		08/22/2018	12/31/2022	Common Stock	75,000	$0.00	75,000	D
Warrants Class CONUNITSEPT⁽³⁾	$0.75	09/01/2018		A⁽¹⁾		100,000		09/01/2018	12/31/2022	Common Stock	100,000	$0.00	100,000	D
Warrants Class MASSEXT	$1.5	09/01/2018		G⁽⁵⁾			250,000	07/05/2012	12/31/2022	Common Stock	250,000	$0.00	0	D
Warrants Class MASCON⁽⁵⁾	$1.5	09/01/2018		G⁽⁵⁾			250,000	06/30/2014	12/31/2022	Common Stock	250,000	$0.00	0	D

Explanation of Responses:

1. On September 1, 2018 , Mr. Smith converted his expenses payable of $12,937 and $87,063 of deferred compensation into 200,000 units (at recent PPM price) of $.50 per unit consisting of one share of Bion common stock and 1/2 warrant.

2. On September 1, 2018, Mr. Smith gifted 150,000 shares which included 120,000 to Lotaylingkyur LLC which is owned by Mr. Smith and his wife.

3. Each of these purchased warrants carry a potential exercise bonus of 75 Percent and were purchased with a $30,000 secured promissory note which matures on July 1, 2020 and the Company is holding certain securities that the reporting person owns as collateral until the promissory note is satisfied.

4. These options were granted to the Reporting Person by the Board of Directors effective 8/22/2018 and carry an exercise bonus of 75 percent. After this transaction the Reporting Person owns 1,300,000 options, in aggregate, with varying terms.

5. Each of these gifted warrants carry and exercise bonus of 75 percent.

6. On 8/27/2018 Gifts of 60,000 common shares were made to various charities and relatives.

	/s/ Mark A. Smith	09/04/2018
	** 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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