Sec Form 4 Filing - SMITH MARK A @ BION ENVIRONMENTAL TECHNOLOGIES INC - 2024-01-23

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) 500 MOHAWK DRIVE #108 3. Date of Earliest Transaction (MM/DD/YY) 01/23/2024 (Street) BOULDER, CO80303 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 01/23/2024 M( 1 ) 2,439,426 A $ 0 4,416,255 D Common Stock 01/23/2024 M( 1 ) 85,354 A $ 0 85,354 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 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 Non Adjusted Convertible Obligation $ 0.5 ( 3 ) ( 3 ) Common Stock 237,464 ( 3 ) 237,464 ( 3 ) D Deferred Compensation $ 0.75 ( 4 ) ( 4 ) Common Stock 93,934 ( 4 ) 93,934 ( 4 ) D Class CAP2017 Warrants $ 0.75 01/23/2024 M( 5 ) 300,000 ( 5 ) ( 5 ) Common Stock ( 5 ) $ 0 0 D Class MAS Various Warrants $ 0.75 01/23/2024 M( 6 ) 1,600,487 ( 6 ) ( 6 ) Common Stock ( 6 ) $ 0 0 D Class MAS Various Warrants $ 0.75 01/23/2024 M( 7 ) 106,500 ( 7 ) ( 7 ) Common Stock ( 7 ) $ 0 0 D Class MAS Various Warrants $ 0.75 01/23/2024 M( 8 ) 820,209 ( 8 ) ( 8 ) Common Stock ( 8 ) $ 0 0 D Class FEB2021-2 $ 0.75 01/23/2024 M( 2 ) 100,001 ( 2 ) ( 2 ) Common Stock ( 2 ) $ 0 0 I Lotaylingkyur Inc. Options (Right to Buy) ( 5 ) ( 9 ) ( 9 ) Common Stock 2,425,000 2,425,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SMITH MARK A 500 MOHAWK DRIVE #108 BOULDER, CO80303 X X President Signatures /s/ Mark A. Smith 02/14/2024 Signature of Reportin g Person Date

Explanation of Responses:

( 1 )On January 23, 2024 Mr. Smith and his spouse elected to exercise 2,827,196 warrants at an exercise price of $.75/warrant with price adjustments ranging from 75% to 90% which will result in the issuance of 2,439,426 shares of common stock. These warrants were exercised using the cashless exercise option. The administrative process involved in these exercises/issuances has been long and extended and none of the shares have been issued and delivered as of the date of filing this report. Details regarding these exercises are set forth in the notes below. ( 2 )On January 23, 2024 100,001 warrants registered to Lotaylingkyur, Inc. (controlled by Mr. & Mrs. Smith) were exercised at a price of $.75/warrant (with a 75% price adjustment), and 85,354 shares of common stock were issued (under Bion's S-8 Registration Statement and 2006 Incentive Plan). ( 3 )As of December 31, 2023, the balance of the 2020 Convertible Obligation owned by Mr. Smith was $118,731.68 convertible into 237,464 units (each unit consisting of one share and one warrant exercisable at $.75/warrant). Each warrant will include the potential to have a price adjustment of 75%. ( 4 )As of December 31, 2023, the balance of deferred compensation owed to Mr. Smith was $70,450 (convertible into 93,934 shares of common stock at $0.75 per share). ( 5 )On January 23, 2024, Mr. Smith exercised 300,000 Class CAP2017 warrants were exercised @ $.75/warrant (with a price adjustment of 90%) and 282, 422 shares of restricted stock were issued. ( 6 )On January 23, 2024, 1,600,487 Class MAS Various warrants were exercised at $0.75/warrant (with a price adjustment of 75%) and 1,366,042 shares were issued (under Bion's S-8 from the S-8 Registration Statement and 2006 Incentive Plan). ( 7 )On January 23, 2024, 106,500 Class MAS Various warrants were exercised at $0.75/warrant (with a price adjustment of 75%) and 90,900 shares of restricted stock were issued. ( 8 )On January 23, 2024, 820,209 Class MAS various warrants registered to Mr. Smith's spouse were exercised at $0.75 (with a price adjustment of 75%) and 700,062 shares were issued (under Bion's S-8 Registration Statement and 2006 Incentive Plan). ( 9 )These options are comprised of various classes and various exercise of prices with expiration dates ranging from 2024 to 2026 and exercise bonus terms ranging from 75% to 90%.

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