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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

SMITH MARK A

(Last)

(First)

(Middle)

500 MOHAWK DRIVE #108

(Street)

BOULDER

80303

(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)
03/31/2024

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	04/01/2024		A⁽¹⁾		4,847	D⁽¹⁾	$0.00	4,421,102	D
Common Stock								85,354	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)
2020 non-adjusted Convertible Obligation	$0.5⁽²⁾	03/31/2024		C⁽²⁾		$119,903.63		⁽²⁾	⁽²⁾	Common Stock	239,808⁽²⁾	$0.00⁽²⁾	239,808⁽²⁾	D
Deferred Compensation	$0.75	04/01/2024		D⁽³⁾			75,000	⁽³⁾	⁽³⁾	Common Stock	60,134⁽³⁾	$0.00	60,134⁽³⁾	D
Options )right to buy)	⁽⁴⁾	04/01/2024		D⁽⁴⁾			2,425,000	⁽⁴⁾	⁽⁴⁾	Common Stock	0⁽⁴⁾	$0.00	60,134⁽³⁾	D

Explanation of Responses:

1. As of April 1, 2024, Mr. Smith and his spouse are the owners of 4,421,102 shares of common stock. 1,624,323 shares are registered to Mr. Smith's wife. The total number of shares of common stock was understated, in error, on the February 14, 2024 Form 4 report by 4,847 shares.

2. As of March 31, 2024, the balance of the 2020 Convertible Obligation owned by Mr. Smith was $119,903.63 convertible into 239,808 units (each unit consisting of one share and one warrant exercisable at $.75/warrant). Each warrant carries the potential to have a price adjustment of 75%.

3. On April 1, Mr. Smith voluntarily waived all claim to $56,250 of his deferred compensation which was convertible into 75,000 shares of common stock. The balance of his deferred compensation as of April 1, 2024 is $45,100 which is convertible into 60,134 shares of common stock.

4. On April 1, 2024, Mr. Smith voluntarily surrendered 2,425,000 options (in aggregate) for cancellation.

	Mark Smith	04/03/2024
	** 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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