Sec Form 4 Filing - Leon Francisco @ Provention Bio, Inc. - 2021-05-12

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
Leon Francisco
2. Issuer Name and Ticker or Trading Symbol
Provention Bio, Inc. [ PRVB]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Scientific Officer
(Last) (First) (Middle)
C/O PROVENTION BIO, INC., 55 BROAD STREET, 2ND FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
05/12/2021
(Street)
RED BANK, NJ07701
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
Stock Option (right to buy) $ 6.8 05/12/2021 A 139,500 ( 1 ) 05/12/2031 Common Stock, par value $0.0001 139,500 $ 0 ( 2 ) 139,500 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Leon Francisco
C/O PROVENTION BIO, INC.
55 BROAD STREET, 2ND FLOOR
RED BANK, NJ07701
Chief Scientific Officer
Signatures
/s/ Andrew Drechsler, as attorney-in-fact 05/14/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )69,750 of the options granted will vest as follows: 25% will vest and become exercisable on May 12, 2022 and 75% will vest and become exercisable monthly over 36 months such that these options will be fully vested and exercisable on May 12, 2025. The remaining 69,750 of the options granted will vest and become exercisable, if at all, in three equal installments of 23,250 options, with each such installment triggered upon the achievement of one of three separate corporate performance milestones prior to or during the year 2024.
( 2 )The securities were granted pursuant to the Issuer's Amended and Restated 2017 Equity Incentive Plan.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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