Sec Form 4 Filing - Parlow Christopher B. @ BION ENVIRONMENTAL TECHNOLOGIES INC - 2023-02-01

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Parlow Christopher B.
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 X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
23 LONGBOW DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
02/01/2023
(Street)
COMMACK, NY11725
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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 Trust Convertible Obligation $ 0.5 02/01/2023 D( 1 ) ( 1 ) ( 1 ) See footnote ( 1 ) $ 0 ( 1 ) $ 0 $ 0 ( 1 ) I By D. Bassani 2019 Irrevocable Trust Convertible Note
Adjusted 2020 Trust Convertible Obligation $ 0.0953 02/01/2023 A( 2 ) ( 2 ) ( 2 ) See footnote ( 2 ) $ 229,638.51 ( 2 ) $ 0 $ 229,638.51 ( 2 ) I By D. Bassani 2019 Irrevocable Trust Convertible Note
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Parlow Christopher B.
23 LONGBOW DRIVE
COMMACK, NY11725
X
Signatures
/s/ Christopher B. Parlow 02/27/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On February 1, 2023, the principal of most of the 2020 Convertible Obligation of $2,296,385,10 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 $2,412,226.54 and would be convertible into 4, 824, 453 units of BNET restricted securities consisting of 4,824,453 shares and 3,217,911 warrants @ $.75 each exerciseable through three years after the conversion date. Each of these warrants carry an exercise bonus of 75%. The reporting person is beneficiary of 50% of the Trust.
( 2 )The principal note balance 'Adjusted 2020 Trust 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 $459,277.02 and is convertible into 4,819,277 units of BNET restricted securities consisting of 4,819,277 shares and 3,214,458 warrants @ $.75 each exerciseable through three years after the conversion date. Each of these warrants carry an exercise bonus of 75%. As 50% beneficiary of the Trust, the reporting person indirectly owns $229,638.51 of the Adjusted 2020 Trust Convertible Obligation.

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).
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