SEC FORM 4

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^*

Bassani Dominic

(Last)

(First)

(Middle)

C/O BRIGHT CAPITAL, LTD

64 VILLAGE HILL DRIVE

(Street)

DIX HILLS

11746

(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
X	Officer (give title below)		Other (specify below)
	CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2023

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
2020 Trust Convertible Obligation	$0.5	02/01/2023		D⁽¹⁾			$1,148,192.5⁽¹⁾	⁽¹⁾	⁽¹⁾	See footnote⁽¹⁾	⁽¹⁾	$0.00	$0.00⁽¹⁾	I	D. Bassani 2019 Irrevocable Trust
Adjusted 2020 Trust Convertible Obligation	$0.0953	02/01/2023		A⁽²⁾		$229,638.51		⁽²⁾	⁽²⁾	See footnote⁽²⁾	$229,638.51⁽²⁾	$0.00	$229,638.51⁽²⁾	I	D.Bassani 2019 Irrevocable Trust
2020 Collateral Convertible Obligation	$0.5							⁽³⁾	⁽³⁾	See footnote⁽³⁾	$354,981.71⁽²⁾		$354,981.71⁽³⁾	D
2015 Replacement #2 Convertible Note	$0.6	02/01/2023		D⁽⁴⁾			$25,640.58	⁽⁴⁾	⁽⁴⁾	See footnote⁽⁴⁾	$0.00	$0.00	$0.00⁽⁴⁾	D
Adjusted 2015 Replacement #3 Convertible Note	$0.115	02/01/2023		A⁽⁵⁾		$25,640.58⁽⁵⁾		⁽⁵⁾	⁽⁵⁾	See footnote⁽⁵⁾	$25,640.58⁽⁵⁾	$0.00	$25,640.58⁽⁵⁾	D
2015 replacement #1 Convertible Note	$0.6							⁽⁶⁾	⁽⁶⁾	See footnote⁽⁶⁾	$156,382.66⁽⁶⁾		$156,382.66⁽⁶⁾	D

Explanation of Responses:

1. On February 1, 2023, the principal of most of the 2020 Convertible Obligation of $2,296,385.10 was adjusted down by 80%. At the end of the maturity date of July 1, 2024, the balance of the 2020 Convertible Obligation would be $2,412,226.54 and would be convertible into 4,824,453 units of BNET restricted securities consisting of 4,824,453 shares and 3,217,911 warrants @ $.75 each exercisable through three years after the conversion date. Each of these warrants carry an exercise bonus of 75%. The reporting person's daughter is beneficiary of 50% of the Trust. Mr. Bassani indirectly owns 50% as the beneficiary resides within his residence.

2. The principal balance 'Adjusted 2020 Trust Convertible Obligation' will not accrue interest until the maturity date of July 1, 2024, with conversion terms of $.0953 replacing the prior conversion terms of $.50. This change will yield equity slightly less than the unadjusted 2020 Convertible Obligation would have received if converted on the maturity date. The balance of the Adjusted 2020 Convertible Obligation is $459,277.02 and is convertible into 4,819,277 units of BNET restricted securities consisting of 4,819,277 shares and 3,214,458 warrants @$.75 each exercisable through three years after the conversion date. Each of these warrants carry an exercise bonus of 75%. The reporting person's daughter is beneficiary of 50% of the Trust. Mr. Bassani indirectly owns $229,638.51 of the Adjusted 2020 Trust Convertible Obligation as the beneficiary resides within his residence.

3. Prior to the adjustment of February 1, 2023, there were two 2020 Convertible Obligations; one of which is held by Bion as collateral. This portion of the 2020 Convertible Obligation has remained unchanged and will continue to accrue interest until the maturity date of July 1, 2024, with conversion terms of $.50 per unit and is convertible into 709,964 units of BNET restricted securities consisting of 709,964 shares and 473,546 warrants exerciseable through three years after the conversion date. Each of these warrants carry an exercise bonus of 75%. This 2020 Convertible Obligation is held directly by Mr. Bassani.

4. On February 1, 2023, the principal of most of the 2015 Replacement #2 Convertible Note of $128,202.87 was adjusted down by 80%. At the end of the maturity date of July 1, 2024, the balance of the unadjusted #2 Replacement Note would be $134,563.87 and convertible @$.60 into 224,274 BNET restricted shares of common stock.

5. The note Balance (Adjusted 2015 Replacement #2 Convertible Note) will not accrue interest until the maturity date of July 1, 2024, with conversion terms of $.115 per share replacing the prior conversion terms of $.60 per share that will yield equity slightly less than the unadjusted 2015 Replacement #2 Convertible Note would have received if converted on the maturity date. The balance of the Adjusted 2015 Replacement #2 Convertible Note is $25,640.58 and is convertible into 222,962 BNET restricted shares of common stock.

6. Prior to the adjustment of February 1, 2023, there were two Replacement Convertible Notes; Replacement Note # 1 and Replacement Note #2. Replacement Note #1 is held by Bion as collateral. Replacement Note # 1 remained unchanged and will continue to accrue interest until the maturity date of July 1, 2024, with conversion terms of $.60 and is convertible into 260,638 BNET restricted shares of common stock.

	/s/ Dominic Bassani	02/27/2023
	** Signature of Reporting Person	Date
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