8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

October 31, 2011

Date of Report (date of earliest event reported)

BION ENVIRONMENTAL TECHNOLOGIES, INC.

Exact name of Registrant as Specified in its Charter

Colorado	000-19333	84-1176672
State or Other Jurisdiction of Incorporation	Commission File Number	IRS Employer Identification Number

Box 566/1774 Summitview Way

Crestone, Colorado 81131

Address of Principal Executive Offices, Including Zip Code

(212) 758-6622

Registrant's Telephone Number, Including Area Code

Not applicable

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 3.02     UNREGISTERED SALE OF EQUITY SECURITIES.

Through an October 31, 2011 closing, holders of 31,850 shares of the Company’s Series C Convertible Preferred Stock (including accrued dividends of $79,625) converted into 1,088,238 restricted shares of the Company’s common stock at a conversion price of $3.00 per share.

Through an October 31, 2011 closing, holders of 27,720 shares of the Company’s Series B Convertible Preferred Stock (including accrued dividends of $69,300) converted into 1,420,656 restricted common shares of the Company’s common stock plus 139,530 callable Conversion Warrants to purchase shares of the Company’s common stock at a price of $3.10 per share until December 31, 2014 (“Conversion Warrants”) (NOTE: These conversion numbers include the conversion of 500 shares by one holder prior to the conversion offering.).

In connection with these conversions the Company paid commissions of $22,356 and issued 238,982 Conversion Warrants to FINRA broker dealers who assisted in the conversion.  The private offering was made to accredited investors under Rule 506 of Regulation D under the Securities Act of 1933, as amended.

As of this date, 450 and 300 shares, respectively, of the Company’s Series B Convertible Preferred Stock (2 holders) and Series C Convertible Preferred Stock (1 holder) remain outstanding.

ITEM 7.01     REGULATION FD DISCLOSURE.

On November 3, 2011, the Company has issued a press release related to the Preferred Stock Conversions described above (attached hereto as Exhibit 99.1) and has placed the press release on its website: www.biontech.com.

ITEM 9.01     FINANCIAL STATEMENTS AND EXHIBITS.

(a)

Financial Statements of Businesses Acquired

Not Applicable.

(b)

Pro Forma Financial Information

Not Applicable.

(c)

Shell Company Transactions

Not Applicable.

(d)

Exhibits:

Exhibit Number	Description
99.1	Preferred Stock Conversion press release (dated November 3, 2011) (filed electronically herewith)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Bion Environmental Technologies, Inc.

Date:  November 3, 2011

By:/s/ Mark A. Smith

      Mark A. Smith, President

EX-99

EXHIBIT 99.1

Bion Announces Closing of Series B & C Conversion Offer

November 3, 2011.  New York, New York.  Bion Environmental Technologies, Inc. (OTCBB/OTCQB: BNET) announced today that on October 31, 2011, it held the final closing of the conversion offering for its Series B and Series C Convertible Preferred shares. 

Holders of the Company’s Series C Convertible Preferred Stock converted 31,850 shares (plus accrued dividends of $79,625), in aggregate,  into 1,088,238  restricted common shares of the Company’s common stock at a conversion price of $3.00 a share.

Holders of the Company’s Series B Convertible Preferred Stock converted 27, 220 shares (plus accrued dividends of $68,050), in aggregate, into 1,395,031 restricted common shares of the Company’s common stock at a conversion price of $2.00 a share and received 139,530 warrants to purchase the Company’s common shares at $3.10 through December 31, 2014.

In connection with these conversions the Company paid commissions totaling $22,355.58 and issued 238,982 warrants (under the same terms as described above) to FINRA broker dealers who assisted in the conversions.

As of this date, 450 shares of the Company’s Series B Convertible Preferred Stock remain outstanding (held by two shareholders) and 300 shares of the Company’s Series C Convertible Preferred Stock remain outstanding (held by one shareholder).  Note: final Series B & C totals account for one Series B investor that converted 500 (Series B) shares prior to the conversion offering.

Craig Scott, Bion’s Vice President-Capital Markets, stated, “We are very pleased to have received over 98% participation in the Series B & C conversion offerings.  This is a critical step in our efforts to uplist Bion to a national exchange.”

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About Bion: Bion Environmental Technologies has provided environmental treatment solutions to the agriculture and livestock industry since 1990. Bion’s patented next-generation technology provides a unique comprehensive treatment of livestock waste that achieves substantial reductions in nitrogen and phosphorus, ammonia, greenhouse and other gases, as well as pathogens, hormones, herbicides and pesticides. Bion’s process simultaneously recovers cellulosic biomass from the waste stream that can be used to produce renewable energy.

Bion recently installed its next-generation dairy waste treatment system at Kreider Dairy Farms, a 1,200 cow dairy facility in Lancaster County, Pennsylvania.  The system was installed to reduce ammonia emissions and nitrogen and phosphorus discharges, as well as greenhouse gases, odors, pathogens and other pollutants that impact both the Chesapeake Bay and local waters.  For more information, see Bion’s websites, www.biontech.com and www.bionpa.com.  

This material includes forward-looking statements based on management's current reasonable business expectations. In this document, the words 'expect', 'will', 'proposed' and similar expressions identify certain forward-looking statements. These statements are made in reliance on the Private Securities Litigation Reform Act, Section 27A of the Securities act of 1933, as amended. There are numerous risks and uncertainties that could result in actual results differing materially from expected outcomes.

Contact information:

Craig Scott

Vice President-Capital Markets

303-843-6191 direct