Sec Form 4 Filing - SMITH MARK A @ BION ENVIRONMENTAL TECHNOLOGIES INC - 2023-02-01

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 SMITH MARK A 2. Issuer Name and Ticker or Trading Symbol BION ENVIRONMENTAL TECHNOLOGIES INC [ BNET] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) President (Last) (First) (Middle) 401 N. RIVERSIDE BEACH #408 3. Date of Earliest Transaction (MM/DD/YY) 02/01/2023 (Street) POMPANO BEACH, FL33062 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 Common Stock 02/07/2023 G( 1 ) 17,500 ( 1 ) D $ 0 306,577 D Common Stock 02/07/2023 G( 2 ) 68,001 ( 1 ) D $ 0 0 I Lotaylingkyur LLC Common Stock 53,756 I Wife IRA Common Stock 62,535 I MAS IRA Common Stock 12,681 I Lotaylingkyur Foundation

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 Expi ration 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 Convertible Obligation $ 0.5 02/01/2023 A( 3 ) ( 3 ) ( 3 ) See footnote ( 3 ) $ 30,000 ( 3 ) $ 0 $ 30,000 ( 3 ) D 2020 Convertible Obligation $ 0.5 02/01/2023 D( 4 ) ( 4 ) ( 4 ) See footnote ( 4 ) $ 1,387,060.74 ( 4 ) $ 0 $ 0 ( 4 ) D Adjusted 2020 Convertible Obligation $ 0.0946 02/01/2023 A( 5 ) ( 5 ) ( 5 ) See footnote ( 5 ) $ 277,412.16 ( 5 ) $ 0 $ 277,412.16 ( 5 ) D 2020 Collateral Convertible Obligation $ 0.5 ( 6 ) ( 6 ) See footnote ( 6 ) $ 35,714.49 ( 6 ) $ 35,714.49 ( 6 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SMITH MARK A 401 N. RIVERSIDE BEACH #408 POMPANO BEACH, FL33062 X X President Signatures /s/ Mark A. Smith 02/27/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On February 7, 2023, Mr. Smith and his wife gifted 17,500 shares to various nonprofit entities and family members. ( 2 )On February 7, 2023, Lotaylingkyur LLC gifted 68,001 shares to various nonprofit entities and family members. Lotaylingkyur LLC is controlled by Mr. Smith and his wife. ( 3 )On February 1, 2023, Mr. Smith transferred $5,000 of deferred compensation and $25,000 of salary to his 2020 Convertible Obligation. The balance of the 2020 Convertible Obligation of $1,387,060.74 is convertible into 2,744,122 units; each unit consisting of one share and one warrant with the exercise price of $0.75. ( 4 )On February 1, 2023, the principal of most of the 2020 Convertible Obligation of $1,387,060.74 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 $1,468,036 and would be convertible into 2,936,072 units of BNET restricted securities consisting of 2,936,072 shares and 2,936,072 warrants @ $.75 each exerciseable through three years after the conversion date. Each of these warrants carry an exercise bonus of 75%. ( 5 )The principal note balance 'Adjusted 2020 Convertible Obligation' will not accrue interest until the maturity date of July 1, 2024, with conversion terms of $.0946 replacing the prior conversion terms of $0.50. 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 $277,412.16 and is convertible into 2,932,476 units of BNET restricted securities consisting of 2,932,476 shares and 2,932,476 warrants @ $.75 each exerciseable through three years after the conversion date. Each of these warrants carry an exercise bonus of 75%. ( 6 )Prior to the adjustment of February 1, 2023, there were two 2020 Convertible Obligations; one of which is held by Bion as collateral. This portion of the 2020 Convertible Obligation has remained unchanged and will continue to accrue interest until the maturity date of July 1, 2024, with conversion terms of $0.50 per unit and is convertible into 71,429 restricted shares and 71,429 warrants exerciseable until three years after the conversion date. Each of these warrants carry an exercise bonus of 75%.

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