| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
BION ENVIRONMENTAL TECHNOLOGIES INC [ BNET ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/01/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| 2020 Convertible Obligation | $0.5 | 02/01/2023 | D(1) | $509,865.07(1) | (1) | (1) | See footnote(1) | $0.00(1) | $0.00 | $0.00(1) | D | ||||
| Adjust 2020 Convertible Obligation | $0.0953 | 02/01/2023 | A(2) | $101,973.01(2) | (2) | (2) | See footnote(2) | $101,973.01(2) | $0.00 | $101,973.01(2) | D | ||||
| 2015 Convertible Note | $0.6 | 02/01/2023 | D(3) | $21,227.37(3) | (3) | (3) | See footntoe(3) | $0.00(3) | $0.00 | $0.00(3) | D | ||||
| Adjusted 2015 Convertble Note | $0.115 | 02/01/2023 | A(4) | $4,245.47(4) | (4) | (4) | See footnote(4) | $4,245.47(4) | $0.00 | $4,245.47(4) | D | ||||
| Explanation of Responses: |
| 1. On February 1, 2023, the principal of most of the 2020 Convertible Obligation of $509,865.07 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 $535,585.27 and would be convertible into 1,071,171 units of BNET restricted securities consisting of 1,071,171 shares and 535,586 warrants @ $.75 each exercisable through three years after the conversion date. Each of these warrants carry an exercise bonus of 75%. |
| 2. The principal note balance 'Adjusted 2020 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 $101,973.01 and is convertible into 1,070,021 units of BNET restricted securities consisting of 1,070,021 shares and 535,011 warrants @$.75 each exercisable through three years after the conversion date. Each of these warrants carry an exercise bonus of 75%. |
| 3. On February 1, 2023, the principal of most of the 2015 Convertible Note of $21,277.37 was adjusted down by 80 %. At the end of the maturity date of July 1, 2024, the balance of the unadjusted 2015 Convertible Note would be $22,155.68 and convertible @ $.60 into 36,927 BNET restricted shares of common stock. |
| 4. The note balance 'Adjusted 2015 Convertible Note' will not accrue interest until the maturity date of July 1, 2024, with conversion terms of $.115 replacing the prior conversion terms of $.60 per share that will yield equity slightly less than the unadjusted 2015 Convertible Note would have received if converted on the maturity date. The balance of the Adjusted 2015 Convertible Note is $4,245.47 and is convertible into 36,918 BNET restricted shares of common stock. |
| /s/ Edward Schafer | 02/27/2023 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||