Drechsler Andrew T Form 3 Provention Bio / Andrew T Drechsler ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Drechsler Andrew T

(Last) (First) (Middle)

C/O PROVENTION BIO, INC.

P.O. BOX 666

(Street)

OLDWICK NJ 08858

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/03/2018

3. Issuer Name and Ticker or Trading Symbol
Provention Bio, Inc. [ PRVB ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Financial Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	(1)	09/10/2027	Common Stock, par value $0.0001 per share	541,720	2.5	D

Explanation of Responses:

1. The option was granted on September 11, 2017, pursuant to the Issuer's 2017 Equity Incentive Plan. 216,688 option shares vest in four equal annual installments commencing on September 1, 2018; the remaining 325,032 option shares vest upon completion of certain performance milestones. The completion of each milestone vests 15% of the total option shares.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney

	/s/ Andrew Drechsler	07/03/2018
	** 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 5 (b)(v).
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