Sec Form 4 Filing - Schafer Edward T @ BION ENVIRONMENTAL TECHNOLOGIES INC - 2017-11-07

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 Schafer Edward T 2. Issuer Name and Ticker or Trading Symbol BION ENVIRONMENTAL TECHNOLOGIES INC [ BNET] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Vice Chairman (Last) (First) (Middle) 1400 31ST AVENUE SW, SUITE 60 3. Date of Earliest Transaction (MM/DD/YY) 11/07/2017 (Street) MINOT, ND58701 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 Options (Right to Buy) ( 1 ) $ 0.75 11/07/2017 11/07/2017 A 190,000 11/17/2017 12/31/2020 Common Stock 190,000 $ 0.05 190,000 D Convertible Deferred Compensation $ 0.72 11/07/2017 J 144,507 ( 2 ) ( 2 ) Common Stock 144,507 ( 2 ) 0 D January 2015 Convertible Note Warrants $ 1 11/07/2017 A 210,635 ( 4 ) ( 4 ) Common Stock 421,270 ( 4 ) 421,270 D January 2015 Convertible Note $ 0.5 11/30/2017 J 2,798 ( 2 ) ( 4 ) Common Stock 842,540 ( 4 ) 835,852 D January 2015 Convertible Note ( 3 ) $ 1.5 11/30/2017 J 211,334 ( 2 ) ( 4 ) Warrants 421,270 ( 4 ) 421,270 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Schafer Edward T 1400 31ST AVENUE SW, SUITE 60 MINOT, ND58701 X Executive Vice Chairman Signatures /s/ Edward T. Schafer 12/22/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each of which options includes a potential future 90% exercise bonus "exercise bonus" (See Notes 9&10, Financial Statements, Form 10-Q for quarter ended 9/30/17 ( 2 )This report reflects the cancellation (effective November 7, 2017) (per agreements reached between October 14 - Nov 6, 2017) of $121,386 of accrued convertible deferred compensation (including November 2017 accrual) which was convertible into 144,507 shares of common stock at November 7, 2017 (see Notes 5&10 Financial Statements Form 10-Q for quarter ended 9/30/17 (Note that, per item 12, Form 10 - k (for year ended June 30 2017) $120,269 of convertible deferred compensation was convertible into 133,164 shares at August 15, 2017. This category of security's amount has varied with the addition of accrued deferred compensation and has fluctuated in number as the market-based conversion price has varied by formula. New accruals will commence during December 2017 with the same variables in place. ( 3 )The number of warrants included in Units to be received in conversion of existing "January 2015 Convertible Note" (as defined in Form 10-Q Financial Statements, Note 7 and other SEC filings) has increased from 1/4 to 1/2 per Unit which change increased potential warrants to be received in the event of conversion of Mr. Schafer's "January 2015 Convertible Note" by 210,635 at November 7, 2017 including interest accruals through November 30, 2017 (with future increase due to subsequent interest accruals). The Potential future "exercise bonus" for these warrants (and all other options and warrants owned by Mr. Schafer (and his donees)/assignees) was increased to 75% from 50%. See Notes 7, 9 & 10 Financial Statements Form 10Q for quarter ended 9/30/17. ( 4 )Outstanding "January 2015 Convertible Note" (as defined in Form 10-Q Financial Statements, Note 7 and other SEC filings) has a balance (principal plus accrued interest) of approximately $421,270 as of November 30, 2017. The note is convertible at $.50 per unit into units consisting of 1 share of common stock and 1/2 warrant ((842,540 Units consisting of 842,540 shares of common stock and 421,270 warrants, in aggregate). See Note 3 above. (See Notes 7, 9 & 10 Financial Statements, Form 10 - Q for quarter ended 9/30/17. The number of Units will increase as interest accrues.

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