Smith Mark A Form 4 BION ENVIRONMENTAL / MARK A SMITH ownership change

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)

401 N. RIVERSIDE DRIVE #408

(Street)

POMPANO BEACH FL 33062

(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)
09/01/2022

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	09/01/2022		A(1)		60,000	A	$0.00	348,077	D
Common Stock	09/06/2022		G(2)		60,000	D	$0.00	324,077	D
Common Stock								53,756	I	Wife IRA
Common Stock								62,535	I	MAS IRA
Common Stock								100,001	I	Lotaylingkyur LLC(7)
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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
2020 Convertible Obligation	$0.5	09/01/2022		A(3)		$20,000		(3)	(3)	Common Stock	$20,000	$0.00	$1,351,983.26	D
2020 Convertible Obligation	$0.5	09/06/2022		D(1)			$30,000	(1)	(1)	Common Stock	$30,000	$0.00	$1,321,983.26	D
Class SEPTCON Warrants	$1	09/06/2022		A(1)		60,000		(1)	(1)	Common Stock	60,000	$0.00	60,000	D
Class SEPTCON Warrants	$1	09/06/2022		G(4)			60,000	(1)	(1)	Common Stock	60,000	$0.00	0	D
Various Classes	(5)							(5)	(5)	Common Stock	1,271,944		1,271,944(5)	D
Options (right to buy)(6)	(6)							(6)	(6)	Common Stock	2,425,000		2,425,000(6)	D

Explanation of Responses:

1. On September 1, 2022, Mr. Smith converted $30,000 of principal from his 2020 Convertible note into 60,000 Units; each unit consisting of one share and one warrant with the exercise price of $1.00 until 9/1/2025. Each of these warrants carry an exercise bonus of 75%.

2. On September 6, 2022, Mr. Smith gifted/donated 60,000 shares to various nonprofit entities and/or family members.

3. On September 1, 2022, Mr. Smith transferred $20,000 of deferred compensation to his 2020 Convertible Note. The Balance of the 2020 Convertible Note of $1,321,983.26 is convertible into 2,643,967 units; each unit consisting of one share and one warrant with the exercise price of $1.00 until 9/1/2025 (after the transactions described in this Form 4). Each of these warrants carry an exercise bonus of 75%.

4. On September 6, 2022, Mr. Smith gifted/donated 60,000 warrants to various nonprofit entities and/or family members. Each of these warrants carry an exercise bonus of 75%.

5. As of September 6, 2022 Mr. Smith is the direct owner of 1,271,944 underlying warrants. These warrants are comprised of various classes, various prices, exercisable dates ranging from 2017 to 2022, expiration dates ranging from 2024 to 2025 and exercise bonus terms ranging from 75% to 90%.

6. As of September 6, 2022 Mr. Smith is the direct owner of 2,425,000 underlying options. These options are comprised of various classes, various prices, exercisable dates ranging from 2018 to 2022, expiration dates ranging from 2024 to 2026 and exercise bonus terms ranging from 75% to 90%.

7. Lotaylingkyur LLC is controlled by Mr. Smith and his wife.

	/s/ Mark A. Smith	09/13/2022
	** Signature of Reporting Person	Date
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