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^*

ZIZZA SALVATORE J

(Last)

(First)

(Middle)

641 LEXINGTON AVENUE

(Street)

NEW YORK

10022

(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	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman until resig. 12-31-08

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2008

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)
Warrants	$2.5	12/31/2008		H⁽¹⁾			450,000	05/01/2005	04/30/2015	Common Stock	450,000	$0	150,000	D
2007 Series AB Convertible Prom Note	$4	12/31/2008		A⁽²⁾		$163,340		12/31/2008	12/31/2008	Common Stock	40,585	$163,340	$959,184	D
2007 Series AB Convertible Prom Note	$4	12/31/2008		H⁽³⁾			$959,184	12/31/2008	12/31/2008	Common Stock	239,796	$0	0	D
2008 Promissory Note	$0.75	12/31/2008		A⁽⁴⁾		$51,041		12/31/2008	12/31/2009	Common Stock	68,055	$51,041	$51,041	D
2003 Obligation	$0.75	12/31/2008		A⁽⁵⁾		$41,647		12/31/2008	12/31/2009⁽⁵⁾	Common Stock	55,529	$41,647	$41,647	D

Explanation of Responses:

1. Represents cancellation of 450,000 of 600,000 Class C Warrants.

2. Represents interest and deferred compensation through 12/31/08 of $162,340.

3. Represents cancellation of 2007 Series AB Convertible Promissory Note ($959,183.77) at 12/31/08.

4. Represents right to convert, in whole or in part, the balance of $51,041.10 (principal amount and accrued interest through 12/31/2008) promissory note issued in November 2008 into the Issuer's common stock at a price of $.75 per share on any date before the Note is repaid by the Issuer.

5. Represents right to convert, in whole or in part, the balance of $41,647 of open account obligation dating from 2003 into the Issuer's common stock at a price of $.75 per share on any date before the obligation is repaid by the Issuer. There is no fixed due date for payment of the obligation but the Issuer intends to repay the obligation by 12/31/09.

	s/ Salvatore Zizza	01/08/2009
	** 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).
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