Bion Environmental (BNET) Form 4 BION ENVIRONMENTAL / MARK A SMITH 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^*

SMITH MARK A

(Last) (First) (Middle)

401 N. RIVERSIDE DRIVE #408

(Street)

POMPANO BEACH FL 33062

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2023

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	03/31/2023		A(1)		315,948	A	$0.00	1,062,483	D
Common Stock	03/31/2023		G(2)		170,000	D	$0.00	892,483	D
Common Stock								53,756	I	Wife IRA
Common Stock								62,535	I	MAS IRA
Common Stock								12,681	I	Lotaylingkyur Foundation

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
Adjusted 2020 Convertable Obligation	$0.5	03/31/2023		D(1)			$29,888.64	(1)	(1)	Common Stock	0.00	$0.00	1,876,570(1)	D
Class MARCON-2 Warrants	$0.75	03/31/2023		A(1)		315,948		(1)	(1)	Common Stock	315,948	$0.00	315,948	D
Class MARCON-2 Warrants	$0.75	03/31/2023		G(3)			295,000	(1)	(1)	Common Stock	295,000	$0.00	20,948	D
Various Other Classes Warrants	(4)							(4)	(4)	Common Stock	1,351,902		1,351,902	D
Options (right to buy)	(5)							(5)	(5)	Common Stock	2,425,000		2,425,000	D

Explanation of Responses:

1. On March 31, 2023, Mr. Smith converted $29,888.64 of principal from his Adjusted 2020 Convertible note into 315,948 Units; each unit consisting of one share and one warrant with the exercise price of $.75 until 3/31/2026. Each of these warrants carry an exercise bonus of 75%.

2. On March 31, 2023, Mr. Smith gifted/donated 170,000 shares to various nonprofit entities and/or family members. Of the 165,948 shares not gifted, 100,000 shares are registered to Mr. Smith's wife.

3. On March 31, 2023, Mr. Smith gifted/donated 295,000 warrants to various nonprofit entities and/or family members. 20,948 of the warrants not gifted are registered to Mr. Smith's wife.

4. As of March 31, 2023, Mr. Smith is the direct owner of 1,351,902 underlying other warrants in addition to those acquired in the March 31, 2023 conversion (see Note 1). These warrants are comprised of various classes and various prices with expiration dates ranging from 2024 to 2026 and exercise bonus terms ranging from 75% to 90%.

5. As of March 31, 2023, Mr. Smith is the direct owner of 2,425,000 underlying options. These options are comprised of various classes and various prices with expiration dates ranging from 2024 to 2026 and exercise bonus terms ranging from 75% to 90%.

	/s/ Mark A. Smith	04/04/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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