SEC Form 4 · accession 0001140361-18-000689
BION ENVIRONMENTAL TECHNOLOGIES INC · BNET
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Dominic Bassani
Officer — CEO · 10% Owner
Period of report
May 15, 2017
Accepted (ET)
Jan 4, 2018 · 12:01 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000875729
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | May 15, 2017 | J | 260,000 | $0.00 | A | 260,000 | I | By Roth IRA |
| Common Stock | May 15, 2017 | J | 260,000 | $0.00 | D | 249,397 | I | By IRA |
| Common Stock | May 15, 2017 | J | 235,000 | $0.00 | D | 41,104 | I | By Wife's IRA |
| Common Stock | May 15, 2017 | J | 235,000 | $0.00 | A | 279,382 | I | By Wife's Roth IRA |
| Common Stock | holding | — | — | — | 56,577 | D | ||
| Common Stock | holding | — | — | — | 108,000 | I | By Daughter | |
| Common Stock | holding | — | — | — | 354,342 | I | By Wife | |
| Common Stock | holding | — | — | — | 400,000 | I | By Daughter (trust) | |
| Common Stock | holding | — | — | — | 10,050 | I | By Roth IRA |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrants Class CAP2017-5F3 | $0.75 | Nov 7, 2017 | P | 1,765,000 | A | Nov 7, 2017 | Dec 31, 2020 | Common Stock | 1,765,000 | 1,765,000 | D |
| Warrants Class CAP2017-5F3 | $0.75 | Dec 31, 2017 | G | 150,000 | D | Nov 7, 2017 | Dec 31, 2020 | Common Stock | 1,615,000 | 1,615,000 | D |
| Convertible Deferred CompensationF4 | $0.72 | Nov 7, 2017 | J | 1,408,583 | D | — | — | Common Stock | 1,408,583 | 0 | D |
| Convertible Deferred CompensationF5 | $0.66 | Dec 31, 2017 | A | 46,967 | A | — | — | Common Stock | 46,967 | 0 | D |
| January 2015 Convertible Note WarrantsF6 | $1.00 | Nov 7, 2017 | A | 815,472 | A | — | — | Common Stock | 1,630,943 | 0 | D |
| January 2015 Convertible NoteF7 | $0.50 | Nov 30, 2017 | J | 1,630,943 | A | — | — | Warrants | 3,261,886 | 0 | D |
Explanation of responses
- F1The Shares held in the Reporting Person's IRA Account were distributed to the Reporting Person's ROTH IRA Account.
- F2The Shares held in Reporting Person's Wife's IRA Account were distributed to the Reporting Person's Wife's ROTH IRA Account.
- F3Each of these purchased warrants includes a potential future 90% "exercise Bonus" (See Notes 9 & 10, Financial Statements, Form 10Q for quarter ended 9/30/2017. These warrants were purchased with a $88,250 Promissory Note which matures on July 1, 2020 and the Company is holding certain securities that the Reporting Person owns as collateral until the promissory note is satisfied.
- F4This report reflects the cancellation (effective November 7, 2017) (per agreements reached between October 14 - Nov 6) of $1,147,210 of accrued convertible deferred compensation (including November 2017 accrual) which was convertible into 1,408,583 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 10K (for year ended June 30, 2017) $1,043,646 of convertible deferred compensation was convertible into 1,217,194 shares at August 15, 2017). This category of security had been previously reported on Form 4 dated January 5, 2016. Since that date its amount has varied with the addition of accrued deferred compensation, has been reduced when conversions have taken place and has fluctuated in number as the market-based conversion price has varied by formula.
- F5New monthly accrual of $31,000 compensation commenced during December 2017 convertible at $.66/share (based on market price formula-the amount will vary as the market price of Bion's common stock varies and will increase for future net accruals (including interest), if any).
- F6The 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 Reporting Person's " January 2015 Convertible Note" by 815,472 at November 7, 2017 including interest accruals through November 30, 2017 (with future increases due to subsequent interest accruals). The potential future "exercise bonus" for these warrants (and all other options and warrants owned by the Reporting Person (and his donees/assignees) was increased to 75% from 50%. (See Notes 7, 9 & 10, Financial Statements, Form 10-Q for quarter ended 9/30/17).
- F7Outstanding "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 $1,630,943 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 ( 3,261,886 Units consisting of 3, 261,886 shares of common stock and 1,630,943 warrants, in aggregate). See Note 6 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.