Frank E. Celli Form 4 BIOHITECH GLOBAL / FRANK E. CELLI 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^*

CELLI FRANK E.

(Last) (First) (Middle)

C/O BIOHITECH GLOBAL, INC.

80 RED SCHOOLHOUSE RD. SUITE 101

(Street)

CHESTNUT RIDGE NY 10972

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BIOHITECH GLOBAL, INC. [ BHTG ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/11/2017

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

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
Convertible Promissory Note	$3(1)	08/11/2017		S		1		05/24/2017	05/24/2018	Common Stock	63,333(2)	$171,000	1(3)	D
Warrants	$3.75(4)	08/11/2017		S		31,667(5)		05/24/2017	05/24/2022	Common Stock	31,667(5)	$0	31,667(5)	D

Explanation of Responses:

1. Represents the highest possible conversion price.

2. Represents the number of shares of common stock, par value $$0.0001 per share ("Common Stock") into which the note is convertible based on the conversion price of $3.00 per share. The note is convertible into an indeterminable number of shares.

3. Does not include 1,293,685 shares of Common Stock held by the reporting person; 819,303 shares of Common Stock underlying convertible debentures and promissory notes or warrants to purchase and additional 745,303 shares of Common Stock held by the reporting person.

4. Represents the highest possible exercise price of the warrant. The warrants are exercisable into an indeterminable number of shares.

5. Represents the number of shares of Common Stock into which the warrants are exercisable based on the exercise price of $3.75 per share.

	/s/ Frank E. Celli	08/24/2017
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.