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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* HARRIS LEONARD P (Last) (First) (Middle) 955 HARTMAN RUN ROAD (Street) MORGANTOWN WV 26507 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Protea Biosciences Group, Inc. [ NONE ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 09/30/2011
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/30/2011		P		166,667	A	$250,001	1,773,657(1)	D
Common Stock	07/23/2013		P		387,334	A	$193,667	2,160,991(2)	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option	$0.8	06/07/2006		A		100,000		06/07/2006	06/07/2016	Common Stock	100,000	$80,000(4)	678,334	D
Stock Option	$1.5	09/17/2010		A		100,000		09/01/2010	09/01/2017	Common Stock	100,000	$150,000(4)	778,334	D
Warrant	$2	10/18/2010		P		100,000		10/18/2010	10/18/2015	Common Stock	100,000	$200,000	878,334	D
Warrant	$2	09/30/2011		P		83,333		09/30/2011	09/30/2016	Common Stock	83,333	(1)	961,667	D
Stock Option	$0.55	03/22/2013		A		218,750		03/22/2013	03/22/2023	Common Stock	218,750	$120,313(4)	1,180,417	D
Convertible Note	$0.5	07/23/2013		C			387,334	07/23/2013	07/23/2013	Common Stock	(2)	$193,667	1,047,083(2)	D
Warrant	$1.1	07/23/2013		P		290,501		07/23/2018	07/23/2018	Common Stock	290,501	$319,551(3)	1,337,584(5)	D

Explanation of Responses:

1. On September 30, 2011, Leo Harris (the "Reporting Person") acquired 166,667 shares of common stock and warrants to purchase 83,333 shares of common stock for an aggregate purchase price of $25,000.

2. On June 30, 2013, pursuant to the terms and conditions of a Conversion Agreement, dated June 18, 2013 (the "Conversion Agreement") the Reporting Person converted the Notes (as defined below) into 387,334 shares of common stock, in connection with the conversion of convertible promissory notes (each a "Note" and collectively, the "Notes") issued to the Reporting Person in an aggregate amount equal to $193,667.14 including principal and interest.The Notes accrue simple interest at the rate of 10% per annum and were initially convertible into shares of common stock at a conversion rate of $2.00 per share at any time prior to payment in full of the principal and interest due under the Notes. On March 22, 2013, the board of directors of the Company agreed to reduce the conversion rate of the Notes to $0.50 per share. The Notes were converted into shares of common stock of the Company in accordance with the Conversion Agreement on June 30, 2013.

3. Pursuant to the Conversion Agreement, upon conversion of the Notes, the Company agreed to issue a warrant to purchase 75% of the number of shares into which the Notes are convertible.

4. Represents shares vested as of February 10, 2014.

5. Reflects the expiration of previously reported warrants to purchase 133,334 shares of common stock.

	/s/ Leonard Harris	02/13/2014
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.