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 *
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)
05/17/2022
(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 05/17/2022 A 9,000( 1 ) 05/17/2022 08/17/2030 Common Stock, par value $0.0001 9,000 $ 0( 2 ) 61,000( 3 ) 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 05/18/2022
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )As previously reported on a Form 3 filed on December 23, 2021, on August 17, 2020 the Reporting Person was granted a stock option for 100,000 shares of Common Stock, 40,000 of which option shares vest in four equal annual installments commencing on August 17, 2021 and 60,000 of which option shares vest upon completion of certain performance milestones. This amount represents the vesting of 9,000 of the 60,000 performance option shares on May 17, 2022 upon the satisfaction of certain performance milestones. This Form 4 is being filed solely to report the vesting of such previously reported 9,000 option shares.
( 2 )The stock options were granted pursuant to the Issuer's Amended and Restated 2017 Equity Incentive Plan.
( 3 )Represents the 40,000 time-based option shares referred to in footnote (1), 12,000 option shares which previously vested upon the satisfaction of certain performance milestones, and the 9,000 vested performance option shares that vested on May 17, 2022.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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