Bion Environmental (BNET) Form 4/A BION ENVIRONMENTAL / Christopher B. Parlow 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^*

Parlow Christopher B.

(Last) (First) (Middle)

23 LONGBOW DRIVE

(Street)

COMMACK NY 11725

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/18/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)
11/22/2019

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
2015 DB Convertible Note ("Old Note")	$0.5	11/18/2019		D			$400,000	(1)	(1)	Common Stock(1)	(1)	$0.00	$0.00(1)	I	By D. Bassani 2019 Irrevocable Trust Convertible Note(1)
2020 Convertible Obligation ("Note")	$0.5	01/29/2020		G		$1,022,129.8		(2)	(2)	See note(3)	(3)	$0.00	$0(3)	I	See note(2)

Explanation of Responses:

1. The previous gift of $400,000 principal amount of the Old Note reported on Form 4 filed 11/21/2019 was never completed and the gift was cancelled/reversed. This Form 4/A is being filed in part to reflect said reversal of the reported transaction.

2. On January 29, 2020 $2,044,259.78 (the full balance) of the Note was gifted to the Dominic Bassani 2019 Irrevocable Trust ('Trust'). Reporting person is beneficiary of 50% of the Trust (who is now the beneficial owner of $1,022,129.80 of the Note). The balance of the Note s is $2,044,259.78, (which is convertible @$.50/into units of BNET restricted securities consisting of one share and 1/2 warrant).

3. 2,044,260 shares and 1,022,130 warrants.

	/s/ Christopher B. Parlow	03/03/2020
	** 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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