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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person* O'Neill William (Last) (First) (Middle) C/O BION ENVIRONMENTAL TECHNOLOGIES, INC PO BOX 323 (Street) OLD BETHPAGE NY 11804 (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 Officer (give title below) X Other (specify below) Prior CEO and Director
	3. Date of Earliest Transaction (Month/Day/Year) 05/31/2024
	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								10,088(1)	I	Wife HSA

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
Options (right to buy)	$1.6	05/31/2024		J(2)			500,000	(2)	(2)	Common Stock	500,000(2)	$0.00	0	D
Warrants Incentive-3	$1	05/31/2024		J(3)			304,743	(3)	(3)	Common Stock	45,257	$0.00	45,257	I	Identifoods, LLC
Warrants Incentive-1	$1							(3)	(3)	Common Stock	300,000		300,000	I	Identifoods, LLC
Warrants Incentive-2	$1							(3)	(3)	Common Stock	350,000		350,000	I	Identifoods, LLC
Warrents (VNETNOV-1)	$1.5							(4)	(4)	Common Stock	50,000		50,000	D

Explanation of Responses:

1. As of May 31, , 2024 Mr. O'Neill's wife is the owner of 10,088 shares of common stock in her HSA (Health Savings Account).

2. Effective May 31 2024, the Company accepted the resignation of Mr. O'Neill as the Company's CEO and as a Director on the Board of Directors. 500,000 options with the exercise price of $1.60 until 6/30/2006 were cancelled as the resignation occurred prior to the vesting date of the options.

3. As of May 31, 2024, pursuant to the terms of Mr. O'Neill's employee contract, 304,743 warrants of 1,000,000 warrants registered to Identifoods, LLC were cancelled. Identifoods, LLC is owned by Mr. O'Neill and his wife. As of May 31, 2024, Identifoods, LLC is the owner of 695,257 warrants at the price of $1.00 until 4/30/2026. Each of these warrants carry a price adjustment of 75%.

4. As of May 31, 2024, Mr. O'Neill is the owner of 50,000 warrants to purchase common stock at the price of $1.50 until 11/9/2026.

	/s/ William O'Neill	07/01/2024
	** Signature of Reporting Person	Date
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