Sec Form 4 Filing - Yi Miyoko Christina @ Provention Bio, Inc. - 2023-01-10

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Yi Miyoko Christina 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 Operations Officer (Last) (First) (Middle) C/O PROVENTION BIO, INC., 55 BROAD STREET, 2ND FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 01/10/2023 (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) $ 5.88 01/10/2023 A 21,000( 1 ) 01/10/2023 12/16/2031 Common Stock, par value $0.0001 21,000 $ 0( 2 ) 222,000( 3 ) D Stock Option (right to buy) $ 8.93 01/10/2023 A 187,000 ( 4 ) 01/10/2033 Common Stock, par value $0.0001 187,000 $ 0( 5 ) 187,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Yi Miyoko Christina C/O PROVENTION BIO, INC. 55 BROAD STREET, 2ND FLOOR RED BANK, NJ07701 Chief Operations Officer Signatures /s/ Thierry Chauche, as attorney-in-fact 01/11/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )As previously reported on a Form 4 filed on December 20, 2021, on December 16, 2021 the Reporting Person was granted a stock option for 300,000 shares of Common Stock, 150,000 of which option shares vest in four equal annual installments commencing on December 16, 2022 and 150,000 of which option shares vest upon completion of certain performance milestones. This amount represents the vesting of 21,000 of the 150,000 performance option shares on January 10, 2023 upon the satisfaction of certain performance milestones. ( 2 )The stock options were granted pursuant to the Issuer's 2020 Inducement Plan. ( 3 )Represents the 150,000 time-based option shares referred to in footnote (1) plus the 45,000 vested performance option shares which vested November 22, 2022 plus the 6,000 vested performance option shares which vested December 8, 2022 plus the 21,000 vested performance option shares referred to in footnote (1). ( 4 )The options will vest and become exercisable as to 25% on the one-year anniversary of the grant date (January 10, 2024) and the remaining 75% will vest and become exercisable monthly over 36 months such that the options are fully vested and exercisable on the four-year anniversary of the grant date (January 10, 2027). ( 5 )The securities were granted pursuant to the Issuer's Amended and Restated 2017 Equity Incentive Plan.

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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.