Leonard P Harris Form 4 Protea Biosciences / LEONARD P HARRIS 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^*

HARRIS LEONARD P

(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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/24/2017

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	03/24/2017(1)		J		344,000(1)	A	$0	6,675,068	D

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 (right to buy)(1)	$0.09(1)	03/24/2017		J		3,440,000(1)(2)		03/24/2017	09/24/2018	Common Stock	3,440,000(1)(2)	$0.00	7,926,556(3)	D
Class B Warrant (right to buy)(1)	$0.1125(1)	03/24/2017		J		3,440,000(1)(2)		03/24/2017	03/24/2022	Common Stock	3,440,000(1)(2)	$0.00	7,926,556(3)	D

Explanation of Responses:

1. Leonard P. Harris held $258,000 of outstanding principal indebtedness and accrued unpaid interest of the Issuer ("Unsecured Debt"). On March 24, 2017, Mr. Harris exchanged $258,000 of Unsecured Debt of the Issuer, for units of the Issuer's equity securities, consisting of (a) an aggregate of 3,440,000 shares of common stock, $0.0001 par value per share, of the Issuer ("Common Stock") valued at $0.075 per share, (b) 18 month Class A warrants to purchase 3,440,000 shares of Common Stock at an exercise price of $0.09 per share, and (c) five year Class B warrants to purchase another 3,440,000 shares at an exercise price of $0.1125 per share.

2. The shares of Common Stock reported in Column 5 and 7 are the number of shares of Common Stock issuable upon exercise of the Class A Warrant and/or Class B Warrant (collectively, "Warrants").

3. Includes 7,509,889 shares of Common Stock to be acquired upon the exercise of warrants and 416,667 shares of Common Stock to be acquired upon the exercise of stock options.

	/s/ Leonard Harris	03/31/2017
	** 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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