SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

TURNER STEPHEN C

(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	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO and Chairman of the Board

3. Statement for Issuer's Fiscal Year Ended (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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	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	07/30/2013		P4	224,204⁽¹⁾	A	$112,102	2,153,372	D⁽²⁾
Common Stock	07/30/2013		P4	224,204⁽¹⁾	A	$112,102	2,153,372	I	Jointly held with wife, Nancy Turner

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)	4. Transaction Code (Instr. 8)	(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		4A	100,000		06/07/2006	06/07/2016	Common Stock	100,000	$80,000	216,668	D
Stock Option	$1.5	04/23/2010		4A	240,625⁽⁶⁾		04/23/2010	04/23/2020	Common Stock	240,625⁽⁶⁾	$360,938	457,293	D
Convertible Note	$0.5	04/16/2012		4P	200,000		04/16/2012	05/31/2013	Common Stock	⁽¹⁾	$100,000	657,293	D⁽²⁾
Convertible Note	$0.5	04/16/2012		4P	200,000		04/16/2012	05/31/2013	Common Stock	⁽¹⁾	$100,000	657,293	I	Jointly held with wife, Nancy Turner
Convertible Note	$0.5	09/25/2012		4P	40,000		09/25/2012	12/31/2013	Common Stock	⁽³⁾	$20,000	697,293	D⁽²⁾
Convertible Note	$0.5	09/25/2012		4P	40,000		09/25/2012	12/31/2013	Common Stock	⁽³⁾	$20,000	697,293	I	Jointly held with wife, Nancy Turner
Warrant	$1.1	07/29/2013		4P	168,153		07/29/2018	07/29/2018	Common Stock	⁽⁴⁾	$184,968	865,446	D⁽²⁾
Warrant	$1.1	07/29/2013		4P	168,153		07/29/2018	07/29/2018	Common Stock	⁽⁴⁾	$184,968	865,446	I	Jointly held with wife, Nancy Turner
Convertible Note	$0.5	07/30/2013		4C		224,204	07/30/2013	07/30/2013	Common Stock	⁽¹⁾	$112,102	508,778⁽⁵⁾⁽⁷⁾	D⁽²⁾
Convertible Note	$0.5	07/30/2013		4C		224,204	07/30/2013	07/30/2013	Common Stock	⁽¹⁾	$112,102	508,778⁽⁵⁾⁽⁷⁾	I	Jointly held with wife, Nancy Turner

Explanation of Responses:

1. On April 16, 2012, the company issued to Stephen Turner's wife, Nancy Turner, a promissory noted in the principal amount of $100,000 to accrue simple interest at the rate of ten percent (10%) per annum (the "April Note"). The April Note accrues simple interest at 10% per annum and was initially convertible into shares of common stock at $2.00 per share. On March 22, 2013, the board of directors of the Company agreed to reduce the conversion rate of the April Note to $0.50 per share. The April Note was converted into shares of common stock of the Company in accordance with the Conversion Agreement described below on June 30, 2013. Nancy Turner converted the outstanding principal and interest due and payable on the April Note and the September Note equal to $112,102 into 224,204 shares of common stock.

2. Represents the securities of the Company owned of record jointly by Stephen Turner and his wife, Nancy Turner.

3. On September 25, 2012, the company issued a convertible promissory note to Stephen and Nancy Turner in the principal amount of $20,000 (the "September Note") The September Note was initially convertible into shares of common stock of the Company at a conversion rate of $2.00 per share. On March 22, 2013, the board of directors of the Company agreed to reduce the conversion rate of the April Note to $0.50 per share. On June 30, 2013, pursuant to the terms and conditions of a Conversion Agreement, dated June 18, 2013 (the "Conversion Agreement")

4. Pursuant to the Conversion Agreement, upon conversion of the April Note and the September Note, the Company agreed to issue a five-year warrant to purchase 75% of the number of shares into which the April Note and the September Note were collectively convertible into.

5. Represents warrants to purchase up to 284,821 shares of common stock jointly held by Stephen Turner and Nancy Turner and 300,000 shares of common stock to be acquired upon the exercise of stock options.

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

7. Reflects the expiration of previously reported warrants to purchase 116,668 shares of common stock held by the Reporting Person.

	/s/ Stephen Turner	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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