Austin Josiah T Form 4 Protea Biosciences / JOSIAH T AUSTIN 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^*

AUSTIN JOSIAH T

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

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2015

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	03/31/2015		J(1)		5,700,248	A	$0	12,374,973	I	By El Coronado Holdings, LLC(2)
Common Stock	03/31/2015		J(3)		142,504	A	$0	12,517,477	I	By El Coronado Holdings, LLC(2)
Common Stock	04/14/2015		J(4)		1,712,333	A	$0	14,229,810	I	By El Coronado Holdings, LLC(2)
Common Stock	06/30/2015		J(5)		913,945	A	$0	10,493,254(6)	D(7)
Common Stock	07/08/2015		J(8)		90,910	A	$0	4,741,411(9)	D
Common Stock	12/18/2015		A(10)		100,000	A	$0	4,841,411	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
10% Convertible Promissory Note	$0.33	07/08/2015		P		$200,000		07/08/2015	01/31/2016	Common Stock	606,060	$200,000	$200,000	D
Director Stock Option (right to buy)	$0.25	12/18/2015		A		66,667		12/01/2016(11)	12/01/2025	Common Stock	66,667	$0	66,667	D

Explanation of Responses:

1. El Coronado Holdings, LLC held 712,531 shares of the Issuer's Series A Convertible Stock (the "Preferred Shares") with a stated value equal to $2.00 per share (the "Stated Value"). On March 31, 2015, the Preferred Shares automatically converted into shares of the Issuer's common stock (the "Common Stock") determined by dividing the Stated Value by $0.25 per share, resulting in the issuance of 5,700,248 shares of Common Stock to El Coronado Holdings, LLC.

2. These shares were owned directly by El Coronado Holdings, LLC, a ten percent owner of the Issuer, and indirectly by Josiah Austin, who was the managing member of El Coronado Holdings, LLC and may have been deemed to have voting and investment control over the securities held thereby. Mr. Austin has ceased to be the managing member of El Coronado Holdings, LLC and no longer has voting or investment control over the securities held thereby.

3. The Preferred Shares were entitled to receive stock dividends payable in Common Stock at the rate of 6.0% per annum, which were paid on March 31, 2015.

4. The Issuer issued 1,712,333 shares of its Common Stock to El Coronado Holdings, LLC pursuant to the anti-dilution provisions in those certain Subscription Agreements and Unit Purchase Agreements dated November 1, 2013 and December 30, 2013 entered into by El Coronado Holdings, LLC and the Issuer.

5. The Issuer issued 913,945 shares of its Common Stock to El Coronado Holdings, LLC pursuant to the anti-dilution provisions in those certain Subscription Agreements and Unit Purchase Agreements dated November 1, 2013 and December 30, 2013 entered into by El Coronado Holdings, LLC and the Issuer.

6. As of May 7, 2015, 4,650,501 shares of Common Stock were transferred from El Coronado Holdings, LLC to Josiah Austin pursuant to a domestic relations order.

7. These shares are owned directly by El Coronado Holdings, LLC, a ten percent owner of the Issuer. Josiah Austin is no longer the Managing Member of El Coronado Holdings, LLC or the beneficial owner of these securities.

8. On July 8, 2015, the Issuer and Josiah Austin entered into a 10% Convertible Promissory Note (the "Note") in the amount of $200,000 at a conversion price of $0.33 per share of Common Stock of the Issuer. See Table II of this Statement. The Issuer paid to Josiah Austin a commitment fee equal to $30,000, payable in that number of shares of Common Stock determined by dividing $30,000 by the conversion price of $0.33, or 90,910 shares.

9. Includes 4,650,501 shares of Common Stock previously held by El Coronado Holdings, LLC which were distributed to Josiah Austin on May 7, 2015 pursuant to a domestic relations order, and are now owned directly.

10. Shares received from the Issuer as director compensation.

11. The option vests 100% on December 1, 2016.

	Josiah T. Austin	03/16/2016
	** Signature of Reporting Person	Date
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