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)

BOX 566

(Street)

CRESTONE CO 81131

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BION ENVIRONMENTAL TECHNOLOGIES INC [ BENT ]

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)
10/24/2017

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	10/24/2017		G		177,591	D	$0.00	0	I	Joint with Wife
Common Stock	10/24/2017		G		71,933	D	$0.00	208,629	D
Common Stock	11/20/2017		P		10,100	A	$0.6	218,729	D
Common Stock								12,681	I	Lotaylingkyur Fdn
Common Stock								53,756	I	By Wife (IRA)
Common Stock(5)								62,535	D(5)

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
Warrants Class CAP2017-1(1)	$0.75	11/07/2017		A		670,000		11/07/2017	12/31/2020	Common Stock	670,000	$0.05	670,000	D
Warrants Class CAP2017-1(1)	$0.75	11/07/2017		G			370,000	11/07/2017	12/31/2020	Common Stock	300,000	$0.05	300,000	D
Convertible Deferred Compensation	$0.72	11/07/2017		J			538,876	(2)	(2)	Common Stock	538,876	(2)	0	D
January 2015 Convertible Note warrants	$1	11/07/2017		A		423,464		(4)	(4)	Common Stock	846,928	(4)	0(4)	D
January 2015 Convertible Note(4)(5)	$0.5	11/30/2017(3)(4)		J		12,779		(3)	(4)	Common Stock	1,693,856	(4)	1,693,856	D
January 2015 Convertible Note(4)(5)	$0.5	11/30/2017(3)(4)		J		426,776		(3)	(4)	Warrants	846,928	(4)	846,928	D

Explanation of Responses:

1. Each of which warrants includes a potential future 90% 'exercise bonus' (See Notes 9 & 10, Financial Statements, Form 10-Q for quarter ended 9/30/17).

2. This report reflects the cancellation (effective November 7, 2017) (per agreements reached between October 14-Nov 6, 2017) of $416,656 of accrued convertible deferred compensation (including November 2017 accrual) which was convertible into 538,876 shares of common stock at November 7, 2017 (See Notes 5 & 10, Financial Statements, Form 10-Q for quarter ended 9/30/17) (Note that, per Item 12, Form 10-K (for year ended June 30, 2017) $358,934 of convertible deferred compensation was convertible into 464,763 shares at August 15, 2017). This category of security had been previously reported on Form 4 dated February 3, 2015. Since that date its amount has varied with the addition of accrued deferred compensation , has been reduced when conversions have taken place and has fluctuated in number as the market-based conversion price has varied by formula. New accruals will commence during December 2017 with the same variables in place.

3. The number of warrants included in Units to be received in conversion of existing 'January 2015 Convertible Note' (as defined in Form 10-Q, Financial Statements, Note 7 and other SEC filings) has increased from from ? to ? per Unit which change increased potential warrants to be received in the event of conversion of Mr. Smith's 'January 2015 Convertible Note' by 423,464 at November 7, 2017 including interest accruals through November 30, 2017 (with future increase due to subsequent interest accruals). The potential future 'exercise bonus' for these warrants (and all other options and warrants owned by Mr. Smith (and his donees/assignees) was increased to 75% from 50%. (See Notes 7, 9 & 10, Financial Statements, Form 10-Q for quarter ended 9/30/17).

4. Outstanding 'January 2015 Convertible Note' (as defined in Form 10-Q, Financial Statements, Note 7 and other SEC filings) has a balance (principal plus accrued interest) of approximately $846,928 as of November 30, 2017. The note is convertible at $.50 per Unit into Units consisting of 1 share of common stock and ? warrant (1,693,856 Units consisting of 1,693,856 shares of common stock and 846,928 warrants, in aggregate). See Note 3 above. (See Notes 7, 9 & 10, Financial Statements, Form 10-Q for quarter ended 9/30/17). The number of Units will increase as interest accrues.

5. IRA account

	/s Mark A. Smith	12/06/2017
	** Signature of Reporting Person	Date
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