Protea Biosciences Form 4 Protea Biosciences / STEPHEN C TURNER 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^*

TURNER STEPHEN C

(Last) (First) (Middle)

1311 PINEVIEW DRIVE

SUITE 501

(Street)

MORGANTOWN WV 26505

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Protea Biosciences Group, Inc. [ PRGB ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/03/2016

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	11/03/2016		A		533,333	A	$0.075(1)	533,333	I	By spouse

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
Class A Warrant to Purchase Common Stock	$0.09	11/03/2016		P		533,333		11/03/2016	05/03/2017	Common Stock	533,333	$0.075(1)	533,333	I	By spouse
Class B Warrant to Purchase Common Stock	$0.1125	11/03/2016		A		533,333		11/03/2016	11/03/2021	Common Stock	533,333	$0.075(1)	533,333	I	By spouse

Explanation of Responses:

1. The spouse of Reporting Person purchased 4 Units of the Issuer's securities for an aggregate purchase price of $40,000, each Unit consisting of (a) 133,333.33 shares of common stock, par value $0.0001 per share (the "Common Stock"), (b) 18 month warrants to purchase up to 133,333.33 shares of Common Stock at an exercise price of $0.09 per share (the "Class A Warrants"), and (c) five year warrants to purchase up to 133,333.33 shares of Common Stock at an exercise price of $0.1125 per share (the "Class B Warrants").

	/s/ Stephen Turner	11/07/2016
	** 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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