Sec Form 4 Filing - Leon Francisco @ Provention Bio, Inc. - 2022-12-08

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) 12/08/2022 (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) $ 12.62 12/08/2022 A 20,663( 1 ) 12/08/2022 07/15/2030 Common Stock, par value $0.0001 20,663 $ 0( 2 ) 75,763( 3 ) 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/ Thierry Chauche, as attorney-in-fact 12/09/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )As previously reported on a Form 4 filed on July 16, 2020, on July 15, 2020 the Reporting Person was granted a stock option for 137,750 shares of Common Stock, 55,100 of which option shares vest in four equal annual installments commencing on July 15, 2021 and 82,650 of which option shares vest upon completion of certain performance milestones. This amount represents the vesting of 20,663 of the 82,650 performance option shares on December 8, 2022 upon the satisfaction of certain performance milestones. This Form 4 is being filed solely to report the vesting of such previously reported 20,663 option shares. ( 2 )The stock options were granted pursuant to the Issuer's Amended and Restated 2017 Equity Incentive Plan. ( 3 )Represents the 55,100 time-based option shares referred to in footnote (1) plus the 20,663 vested performance option shares referred to in footnote (1).

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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