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). | |||||||||||||||||
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*
(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) 01/18/2025 | ||||||||||||||||||||||||||
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 | ||||||
Common Stock | 67,005 | I | Jointly with wife | |||||||
Common Stock | 250,000 | I | By Trust | |||||||
Common Stock | 50,000 | I | Minor Children |
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 | ||||||||
CPTrust-1 Warrants | $0.75 | 01/18/2025 | D(1) | 618,750(1) | (1) | (1) | Common Stock | 0 | $0.00 | 995,250(1) | I | Christopher Parlow Trust | |||
Warrants | (2) | (2) | (2) | Common Stock | 150,000 | 150,000 | D | ||||||||
Warrants | (3) | (3) | (3) | Common Stock | 147,154 | 147,154 | D | ||||||||
Warrants | (4) | (4) | (4) | Common Stock | 459,780 | 459,780 | I | By Children | |||||||
Warrants | (5) | (5) | (5) | Common Stock | 1,500,000 | 1,500,000 | I | D. Bassani 2019 Irrevocable Trust | |||||||
Adjusted 2020 Trust Convertible Obligation | (6) | (6) | (6) | See Note(6) | (6) | 229,638.51(6) | I | D. Bassani 2019 Irrevocable Trust |
Explanation of Responses: |
1. On January 18, 2025, Christopher Parlow voluntarily surrendered 618,750 Class CPTrust-1 warrants registered to the Christopher Parlow Trust for cancellation. There are 995,250 Class CPTrust-1 warrants remaining with the exercise price of $.75 until April 15, 2025. These warrants carry a potential price adjustment ranging from 75% to 90%. |
2. As of January 18, 2025, Mr. Parlow is the owner of 150,000 warrants with the exercise price of $.75 until April 15, 2025. These warrants carry a potential price adjustment of 90%. 1,614,000 shares underlying warrants are held by the Christopher Parlow Trust with the exercise price of $.75 until January 15, 2025. These warrants carry a potential price adjustment of 75%. |
3. As of January 18, 2025, 147,154 warrants are jointly owned with Christopher's spouse with the exercise price of $.75 until January 15, 2025. These warrants carry a potential price adjustment of 75%. |
4. As of January 18, 2025 459,780 warrants are registered to Mr. Parlow's minor children who reside with him. These warrants have an exercise price of $.75 with the potential price adjustment ranging from 75% to 90%. These warrants will expire on January 15, 2025. |
5. As of June 30, 2024, Mr. Parlow is the owner of 1,500,000 warrants as 50% beneficial owner of the 2019 Trust. These warrants are exercisable at $.75 until April 15, 2025 and carry a potential price adjustment of 75%. |
6. As of January 18, 2025 Mr. Parlow is the 50% beneficial owner of the Adjusted 2020 Trust Convertible Obligation in the amount of $459,277.02. As a result, Mr. Parlow is the owner of $229,638.51 of the note balance which is convertible @ $.0953 into 2,409,639 shares and 1,607,229 warrants. |
/s/ Christopher B. Parlow | 01/22/2025 | |
** 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. |