Sec Form 3 Filing - Vogel Justin @ Provention Bio, Inc. - 2023-01-03

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 Vogel Justin 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 Accounting Officer (Last) (First) (Middle) C/O PROVENTION BIO, INC., 55 BROAD STREET, 2ND FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 01/03/2023 (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) $ 4 ( 1 ) 07/19/2028 Common Stock 88,185 D Stock Option (right to buy) $ 12.54 ( 2 ) 06/24/2029 Common Stock 45,000 D Stock Option (right to buy) $ 12.62 ( 3 ) 07/15/2030 Common Stock 60,000 D Stock Option (right to buy) $ 6.8 ( 4 ) 05/12/2031 Common Stock 66,000 D Stock Option (right to buy) $ 4.39 ( 5 ) 01/18/2032 Common Stock 70,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Vogel Justin C/O PROVENTION BIO, INC. 55 BROAD STREET, 2ND FLOOR RED BANK, NJ07701 Chief Accounting Officer Signatures /s/ Thierry Chauche, as attorney-in-fact 01/05/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On July 19, 2018, the Reporting Person was granted a stock option for 103,185 shares of Common Stock, 41,274 of which vested in four equal annual installments commencing on June 1, 2019, and 61,911 of which were granted with performance-based vesting triggers, which have all vested based on the satisfaction of certain performance milestones. In December 2019, the Reporting Person exercised 15,000 of the shares and sold them on a cashless basis. The stock options were granted pursuant to the Issuer's 2017 Equity Incentive Plan. ( 2 )On June 24, 2019, the Reporting Person was granted a stock option for 45,000 shares of Common Stock which will vest as follows: 25% vested and became exercisable on June 24, 2020, and 75% will vest and become exercisable monthly over 36 months such that these options will be fully vested and exercisable on June 24, 2023. The stock options were granted pursuant to the Issuer's 2017 Equity Incentive Plan. ( 3 )On July 15, 2020, the Reporting Person was granted a stock option for 60,000 shares of Common Stock which will vest as follows: 25% vested and became exercisable on July 15, 2021, and 75% will vest and become exercisable monthly over 36 months such that these options will be fully vested and exercisable on July 15, 2024. The stock options were granted pursuant to the Issuer's 2017 Equity Incentive Plan. ( 4 )On May 12, 2021, the Reporting Person was granted a stock option for 66,000 shares of Common Stock which will vest as follows: 25% vested and became 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. ( 5 )On January 18, 2022, 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 January 18, 2023, and 75% will vest and become exercisable monthly over 36 months such that these options will be fully vested and exercisable on January 18, 2026. 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.

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