Sec Form 4 Filing - Schafer Edward T @ 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 Schafer Edward T 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 _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Vice Chairman (Last) (First) (Middle) 9 EAST PARK CT. 3. Date of Earliest Transaction (MM/DD/YY) 02/01/2023 (Street) OLD BETHPAGE, NY11804 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 Convertible Obligation $ 0.5 02/01/2023 D( 1 ) ( 1 ) ( 1 ) See footnote ( 1 ) $ 0 ( 1 ) $ 0 $ 0 ( 1 ) D Adjust 2020 Convertible Obligation $ 0.0953 02/01/2023 A( 2 ) ( 2 ) ( 2 ) See footnote ( 2 ) $ 101,973.01 ( 2 ) $ 0 $ 101,973.01 ( 2 ) D 2015 Convertible Note $ 0.6 02/01/2023 D( 3 ) ( 3 ) ( 3 ) See footntoe ( 3 ) $ 0 ( 3 ) $ 0 $ 0 ( 3 ) D Adjusted 2015 Convertble Note $ 0.115 02/01/2023 A( 4 ) ( 4 ) ( 4 ) See footnote ( 4 ) $ 4,245.47 ( 4 ) $ 0 $ 4,245.47 ( 4 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Schafer Edward T 9 EAST PARK CT. OLD BETHPAGE, NY11804 X Executive Vice Chairman Signatures /s/ Edward Schafer 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 $509,865.07 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 $535,585.27 and would be convertible into 1,071,171 units of BNET restricted securities consisting of 1,071,171 shares and 535,586 warrants @ $.75 each exercisable through three years after the conversion date. Each of these warrants carry an exercise bonus of 75%. ( 2 )The principal note balance 'Adjusted 2020 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 $101,973.01 and is convertible into 1,070,021 units of BNET restricted securities consisting of 1,070,021 shares and 535,011 warrants @$.75 each exercisable through three years after the conversion date. Each of these warrants carry an exercise bonus of 75%. ( 3 )On February 1, 2023, the principal of most of the 2015 Convertible Note of $21,277.37 was adjusted down by 80 %. At the end of the maturity date of July 1, 2024, the balance of the unadjusted 2015 Convertible Note would be $22,155.68 and convertible @ $.60 into 36,927 BNET restricted shares of common stock. ( 4 )The note balance 'Adjusted 2015 Convertible Note' will not accrue interest until the maturity date of July 1, 2024, with conversion terms of $.115 replacing the prior conversion terms of $.60 per share that will yield equity slightly less than the unadjusted 2015 Convertible Note would have received if converted on the maturity date. The balance of the Adjusted 2015 Convertible Note is $4,245.47 and is convertible into 36,918 BNET restricted shares of common stock.

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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