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^*

HOSTLER STANLEY

(Last)

(First)

(Middle)

955 HARTMAN RUN ROAD

(Street)

MORGANTOWN

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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Vice President and Secretary

3. Date of Earliest Transaction (Month/Day/Year)
06/07/2006

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	12/27/2011		P		50,000⁽¹⁾	A	$2	1,939,599	D⁽⁶⁾
Common Stock	12/27/2011		P		50,000⁽¹⁾	A	$2	1,939,599	I	By Spouse (Virginia E. Child)
Common Stock	03/01/2012		P		135,621⁽²⁾	A	$1.5	2,075,220	D
Common Stock	03/01/2012		P		83,360⁽²⁾	A	$1.5	2,158,580	D
Common Stock	03/01/2012		P		28,766⁽²⁾	A	$1.5	2,187,346	D
Common Stock	03/01/2012		P		135,621⁽²⁾	A	$1.5	2,322,967	D⁽⁶⁾
Common Stock	03/01/2012		P		135,621⁽²⁾	A	$1.5	2,322,967	I	By Spouse (Virginia E. Child)
Common Stock	03/01/2012		P		83,360⁽²⁾	A	$1.5	2,406,327	D⁽⁶⁾
Common Stock	03/01/2012		P		83,360⁽²⁾	A	$1.5	2,406,327	I	By Spouse (Virginia E. Child)
Common Stock	03/01/2012		P		28,766⁽²⁾	A	$1.5	2,435,093	D⁽⁶⁾
Common Stock	03/01/2012		P		28,766⁽²⁾	A	$1.5	2,435,093	I	By Spouse (Virginia E. Child)
Common Stock	07/27/2012		P		25,000⁽³⁾	A	$2	2,460,093	D
Common Stock	07/27/2012		P		50,000⁽³⁾	A	$2	2,510,093	D⁽⁶⁾
Common Stock	07/27/2012		P		50,000⁽³⁾	A	$2	2,510,093	I	By Spouse (Virginia E. Child)
Common Stock	04/12/2013		P		105,638⁽⁴⁾	A	$1	2,615,731	D⁽⁶⁾
Common Stock	04/12/2013		P		105,638⁽⁴⁾	A	$1	2,615,731	I	By Spouse (Virginia E. Child)
Common Stock	04/12/2013		P		163,923⁽⁴⁾	A	$1	2,779,654	D⁽⁶⁾
Common Stock	04/12/2013		P		163,923⁽⁴⁾	A	$1	2,779,654	I	By Spouse (Virginia E. Child)
Common Stock	04/12/2013		P		163,923⁽⁴⁾	A	$1	2,943,577	D
Common Stock	04/12/2013		P		105,638⁽⁴⁾	A	$1	3,049,215	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)
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)
Stock Option	$0.8	06/07/2006		A		100,000		06/07/2006	06/07/2016	Common Stock	100,000	$80,000	1,005,000	D
Stock Option	$1.5	09/01/2007		A		16,000		09/01/2007	09/01/2017	Common Stock	16,000	$24,000	1,021,000	D
Stock Option	$1.5	12/31/2008		A		48,000		12/31/2008	12/31/2018	Common Stock	48,000	$72,000	1,069,000	D
Stock Option	$1.5	12/31/2009		A		48,000		12/31/2009	12/31/2019	Common Stock	48,000	$72,000	1,117,000	D
Stock Option	$1.5	09/17/2010		A		100,000		09/17/2010	09/17/2020	Common Stock	100,000	$150,000	1,217,000	D
Stock Option	$1.5	12/31/2010		A		48,000		12/31/2010	12/31/2020	Common Stock	48,000	$72,000	1,265,000	D
Warrant	$2	05/31/2011		P		50,000		05/31/2011	05/31/2016	Common Stock	50,000	$100,000	1,315,000	D
Warrant	$2	08/31/2011		P		16,000		08/31/2011	08/31/2016	Common Stock	16,000	$32,000	1,331,000	D
Stock Option	$1.5	09/30/2011		A		36,000		09/30/2011	09/30/2021	Common Stock	36,000	$54,000	1,367,000	D
Warrant	$2.25	12/27/2011		P		25,000⁽¹⁾		12/27/2011	12/27/2016	Common Stock	25,000	$56,250	1,392,000	D⁽⁶⁾
Warrant	$2.25	12/27/2011		P		25,000⁽¹⁾		12/27/2011	12/27/2016	Common Stock	25,000	$56,250	1,392,000	I	By Spouse (Virginia E. Child)
Convertible Note	$2	12/20/2011		P		500,000⁽⁵⁾		12/20/2011	05/31/2013	Common Stock	⁽⁵⁾	$250,000	1,892,000	D
Stock Option	$2	12/31/2011		A		12,000		12/31/2011	12/31/2021	Common Stock	12,000	$24,000	1,904,000	D
Convertible Note	$0.5	04/16/2012		P		280,000		04/16/2012	05/31/2013	Common Stock	⁽⁵⁾	$140,000	2,184,000	D
Convertible Note	$0.5	04/16/2012		P		200,000		04/16/2012	05/31/2013	Common Stock	⁽⁵⁾	$100,000	2,384,000	D⁽⁶⁾
Convertible Note	$0.5	04/16/2012		P		200,000		04/16/2012	05/31/2013	Common Stock	⁽⁵⁾	$100,000	2,384,000	I	By Spouse (Virginia E. Child)
Warrant	$2.5	07/27/2012		P		12,500⁽³⁾		07/27/2012	07/27/2017	Common Stock	12,500	$28,125	2,396,500	D
Warrant	$2.25	07/27/2012		P		25,000⁽³⁾		07/27/2012	07/27/2017	Common Stock	25,000	$56,250	2,421,500	D⁽⁶⁾
Warrant	$2.25	07/27/2012		P		25,000⁽³⁾		07/27/2012	07/27/2017	Common Stock	25,000	$56,250	2,421,500	I	By Spouse (Virginia E. Child)
Convertible Note	$0.5	09/25/2012		P		140,000		09/25/2012	05/31/2013	Common Stock	⁽⁵⁾	$70,000	2,561,500	D
Convertible Note	$0.5	09/25/2012		P		300,000		09/25/2012	05/31/2013	Common Stock	⁽⁵⁾	$150,000	2,861,500	D⁽⁶⁾
Convertible Note	$0.5	09/25/2012		P		300,000		09/25/2012	05/31/2013	Common Stock	⁽⁵⁾	$150,000	2,861,500	I	By Spouse (Virginia E. Child)
Convertible Note	$0.5	09/25/2012		P		136,432		09/25/2012	05/31/2013	Common Stock	⁽⁵⁾	$68,216	2,997,932	D⁽⁶⁾
Convertible Note	$0.5	11/30/2012		P		650,000		11/30/2012	05/31/2013	Common Stock	⁽⁵⁾	$325,000	3,647,932	D
Convertible Note	$0.5	11/30/2012		P		550,000		11/30/2012	05/31/2013	Common Stock	⁽⁵⁾	$275,000	4,197,932	D⁽⁶⁾
Convertible Note	$0.5	11/30/2012		P		550,000		11/30/2012	05/31/2013	Common Stock	⁽⁵⁾	$275,000	4,197,932	I	By Spouse (Virginia E. Child)
Stock Option	$2	11/30/2012		A		44,000		11/30/2012	11/30/2022	Common Stock	44,000	$88,000	4,241,932	D
Stock Option	$0.55	12/31/2012		A		4,000		12/31/2012	12/31/2022	Common Stock	4,000	$2,200	4,245,932	D
Stock Option	$0.55	01/31/2013		A		4,000		01/31/2013	01/31/2023	Common Stock	4,000	$2,200	4,249,932	D
Stock Option	$0.55	02/28/2013		A		4,000		02/28/2013	02/28/2023	Common Stock	4,000	$2,200	4,253,932	D

Explanation of Responses:

1. On December 27, 2011 the Company issued to Virginia Child, wife of Stanley Hostler, 50,000 shares of common stock and warrants to purchase 25,000 shares of common stock exercisable at $2.25 per share.

2. Reissuance of stock certificates of previously issued shares.

3. On July 27, 2012, the Company issued 75,000 shares of common stock at $2.00 per share and five-year warrants of 37,500 to purchase additional shares of common stock for an aggregate purchase price of $150,000 to Stanley Hostler and Virginia Child, 25,000 shares and 12,500 warrants and 50,000 shares 25,000 warrants, respectively. The warrants are exercisable at an exercise price of $2.25 per share.

4. Transfer of shares previously held by the Reporting Person and his wife, Virginia Child, via Grantor Retained Annuity Trusts.

5. On December 20, 2011, the Company issued promissory notes to the Reporting Person equal to $250,000. On April 16, 2012, the Company issued a promissory note equal to $240,000 to the Reporting Person and Virginia Child. On September 25, 2012, the Company issued promissory notes equal to $288,216 to the Reporting Person and Virginia Child. On November 30, 2012, the Company issued promissory notes equal to $600,000 to the Reporting Person and Virginia Child. Each $2.00 of outstanding principal and accrued unpaid interest is convertible into one share of common stock . On March 22, 2013, the Company approved adjustment of conversion price of the notes from $2.00 to $0.50 per share. In accordance with Conversion Agreements, as of June 30, 2013 the $1,517,573 in principal and accrued unpaid interest were converted into common stock of the Company. In addition, the Company issued a 5-year warrant to each note holder to purchase 75% of the number of shares into which the notes converted

6. Represents share of record owned by the Reporting Person's wife, Virginia Child.

	/s/ Stanley Hostler	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).
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