Sec Form 3 Filing - Osorio Benedict @ Provention Bio, Inc. - 2021-12-16

FORM 3 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 Osorio Benedict 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 Quality Officer (Last) (First) (Middle) C/O PROVENTION BIO, INC., 55 BROAD STREET, 2ND FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 12/16/2021 (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) $ 12.89 ( 1 ) 08/17/2030 Common Stock 52,000 D Stock Option (right to buy) $ 6.8 ( 2 ) 05/12/2031 Common Stock 70,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Osorio Benedict C/O PROVENTION BIO, INC. 55 BROAD STREET, 2ND FLOOR RED BANK, NJ07701 Chief Quality Officer Signatures /s/ Thierry Chauche, as attorney-in-fact 12/23/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On August 17, 2020, the Reporting Person was granted a stock option for 40,000 shares of Common Stock which vests in four equal annual installments commencing on August 17, 2021. The Reporting Person was also granted 60,000 stock options with performance-based vesting triggers, 12,000 of which have vested upon the satisfaction of certain performance milestones. The vesting of the remaining performance option shares will be reported, if and when vested, consistent with the applicable reporting requirements. The stock options were granted pursuant to the Issuer's 2017 Equity Incentive Plan. ( 2 )On May 12, 2021, the Reporting Person was granted a stock option for 70,000 shares of Common Stock which 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 stock options were granted pursuant to the Issuer's 2017 Equity Incentive Plan.

Remarks: Exhibit 24.1 - Power of Attorney

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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