Sec Form 4 Filing - Bluestone Jeffrey @ Provention Bio, Inc. - 2020-04-10

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 Bluestone Jeffrey 2. Issuer Name and Ticker or Trading Symbol Provention Bio, Inc. [ PRVB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O PROVENTION BIO, INC.,, P.O. BOX 666 3. Date of Earliest Transaction (MM/DD/YY) 04/10/2020 (Street) OLDWICK, NJ08858 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 par value $0.0001 per share 04/10/2020 M 32,246 A $ 2.36 39,571 ( 1 ) I By the Bluestone Family Trust ( 2 )

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 Employee Stock Option (right to buy) $ 2.36 02/27/2020 G( 3 ) V 128,981 ( 4 ) 03/27/2029 Common Stock 128,981 $ 0 0 D Employee Stock Option (right to buy) $ 2.36 02/27/2020 G( 3 ) V 128,981 ( 4 ) 03/27/2029 Common Stock 128,981 $ 0 0 I By the Bluestone Family Trust ( 2 ) Employee Stock Option (right to buy) $ 2.36 04/10/2020 M 32,246 ( 4 ) 03/27/2029 Common Stock 32,246 $ 0 96,735 I By the Bluestone Family Trust ( 2 ) Employee Stock Option (right to buy) $ 12.54 02/27/2020 G( 5 ) V 24,000 ( 6 ) 06/24/2029 Common Stock 24,000 $ 0 0 D Employee Stock Option (right to buy) $ 12.54 02/27/2020 G( 5 ) V 24,000 ( 6 ) 06/24/2029 Common Stock 24,000 $ 0 0 I By the Bluestone Family Trust ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bluestone Jeffrey C/O PROVENTION BIO, INC., P.O. BOX 666 OLDWICK, NJ08858 X Signatures /s/ Andrew Drechsler as attorney-in-fact 04/14/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 7,325 shares of common stock, par value $0.0001 per share (the "Common Stock") previously reported as being owned directly which are owned indirectly by the Bluestone Family Trust. ( 2 )The reporting person, together with his spouse are trustees and the reporting person, his spouse and children are the beneficiaries of the Bluestone Family Trust. ( 3 )On February 27, 2020, the reporting person contributed options to purchase up to 128,981 shares of Common Stock to the Bluestone Family Trust as a gift. The option was granted on March 27, 2019, pursuant to the Issuer's Amended and Restated 2017 Equity Incentive Plan. ( 4 )The option vests in eight equal semi-annual installments commencing on September 27, 2019 and will become fully vested on March 27, 2023. ( 5 )On February 27, 2020, the reporting person contributed options to purchase up to 24,000 shares of Common Stock to the Bluestone Family Trust as a gift. The option was granted on June 24, 2019, pursuant to the Issuer's Amended and Restated 2017 Equity Incentive Plan. ( 6 )The option fully vests on May 28, 2020.

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).

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