SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Schafer Edward T

(Last)

(First)

(Middle)

9 EAST PARK CT.

(Street)

OLD BETHPAGE

11804

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BION ENVIRONMENTAL TECHNOLOGIES INC [ BNET ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Former Board member-12/31/24

3. Date of Earliest Transaction (Month/Day/Year)
01/16/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾								158,254	D

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Adjusted 2015 Convertble Note	$0.115	01/16/2025		J⁽⁴⁾			$4,245.48⁽²⁾	⁽²⁾	⁽²⁾	See footnote⁽²⁾	0⁽²⁾	$0.00	0⁽²⁾	D
Adjust 2020 Convertible Obligation	$0.0953							⁽³⁾	⁽³⁾	See footnote⁽³⁾	$101,973.02⁽³⁾		$101,973.02⁽³⁾	D
Options Right to buy⁽⁴⁾	⁽⁴⁾							⁽⁴⁾	⁽⁴⁾	Common Stock	1,215,000⁽⁴⁾		1,215,000⁽⁴⁾	D
Class Coverage Warrants⁽⁵⁾	$0.75							⁽⁵⁾	⁽⁵⁾	Common Stock	23,934⁽⁵⁾		23,934⁽⁵⁾	D

Explanation of Responses:

1. As of 1/16/2025 Mr. Schafer owns 158,254 shares of Common Stock. Effective 12/31/2024, Mr. Schafer retired from the Board of Directors of Bion Environmental Technologies, Inc.. This will be the final filing for Mr. Schafer.

2. Effective 1/16/2025, Mr. Schafer voluntarily surrendered 36,918 shares that would have been issued as the result of the conversion of $4,245.48 of the Adjusted 2015 Convertible Note.

3. As of 1/16/2025, Mr. Schafer is the owner of the Adjusted 2020 Convertible Note. The balance of the note is $101,973.02 and is convertible at $.0953 into 1,070,021 shares and 535,011 warrants. The maturity date of this note is 4/15/25.

4. As of 1/16/2025, Mr. Schafer owns 1,215,000 options to purchase common stock with exercise prices ranging from $.60 to $1.20 and expiration dates ranging from 12/31/2025 to 12/31/2026. These options carry the potential price adjustment of 75%.

5. As of 1/16/2025, Mr. Schafer owns 23,934 warrants with an exercise price of $.75 until 12/31/2026. These warrants carry a potential price adjustment of 75%.

	/s/ Edward Schafer	01/28/2025
	** Signature of Reporting Person	Date
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