Bion Environmental Technologies Inc.

01/24/2025 | Press release | Distributed by Public on 01/24/2025 13:46

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Bassani Dominic
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)
Ceased being an affiliate(8)
(Last) (First) (Middle)
C/O BRIGHT CAPITAL, LTD, 64 VILLAGE HILL DRIVE 		3. Date of Earliest Transaction (Month/Day/Year)
01/03/2025
(Street)
DIX HILLS, NY 11746 		4. If Amendment, Date 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
(City) (State) (Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 1,444,968(1) I Dominic Bassani Estate(1)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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
Convertible Deferred Compensation $0.17 (2) (2) Common Stock 71,009(2) 71,009(2) I By Estate
Adjusted 2015 Replacement Note 2 $0.115 (3) (3) Common Stock 154,208(3) 68,754(3) I By Estate
2015 Replacement Note 1 $0.6 (4) (4) Common Stock 277,972(4) 277,972(4) I By Estate
2020 Convertible Collateral Note $0.5 (5) (5) Common Stock 760,765(5) 760,765(5) I By Estate
2020 Convertible Collateral Note $0.5 (5) (5) Warrant 507,371(5) 507,371(5) I By Estate
Warrants $0.75 (6) (6) Common Stock 475,000(6) 475,000(6) I By Estate and Linda Bassani
Warrants (CAP2017) $0.75 (7) (7) Common Stock 740,000(7) 740,000(7) I By Estate and Linda Bassani
The holdings of Danielle Lominy(8) $0.5(8) 01/03/2025 J 8,244,803 (8) (8) See Note(8) 8,244,803(8) $ 0 0 (8) D(8)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Bassani Dominic
C/O BRIGHT CAPITAL, LTD
64 VILLAGE HILL DRIVE
DIX HILLS, NY 11746 		Ceased being an affiliate(8)

Signatures

/s/ Linda Bassani Individually and on the behalf of the Dominic Bassani Estate 01/24/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) As of January 3, 2025, 1,444,968 shares of common stock are owned by Linda Bassani who is the executor of the Dominic Bassani Estate "DB Estate".
(2) As of January 3, 2025, the DB Estate owns $12,071.48 of deferred compensation which is convertible $.17/share. The conversion price is calculated by the average market price of the last ten days of the prior month (Dec 2024)
(3) As of January 3, 2025, the DB Estate owns the 2015 Replacement Note #2 with a balance of $7906.66 which is convertible into 68,754 shares of common stock at $.115/share. The maturity date of this note is 4/15/2025.
(4) As of January 3, 2025, the DB Estate owns the 2015 Replacement Note #1 with a balance of $166,782.66 which is convertible into 277,972 shares of common stock at $.60/share. The maturity date of this note is 4/15/2025.
(5) As of January 3, 2025, the DB Estate owns the 2020 Convertible Collateral Note with a balance of $380,337.56 which is convertible into 760,765 shares and 507,371 warrants. The maturity date of this convertible note is 4/15/2025.
(6) As of January 3, 2025, the DB Estate owns 325,000 warrants $.75 until 4/15/2025 and Linda Bassani owns 100,000 warrants @ $.75 until 4/15/2025. These warrants carry a potential price adjustment of 75%.
(7) As of January 3, 2025, the DB Estate owns 640,000 warrants $.75 until 4/15/2025 and Linda Bassani owns 100,000 warrants @ $.75 until 4/15/2025. These warrants carry a potential price adjustment of 90%.
(8) As of January 3, 2025, Danielle Lominy, the adult daughter of Linda Bassani , no longer resides within Linda Bassani's residence. As a result, the reported Bassani Estate and Linda Bassani's holding are substantially reduced as prior form 4's and other SEC filings included all the securities held (directly and indirectly) by Danielle Lominy. As of January 3, 2025, the DB Estate and Linda Bassani are no longer affiliates of the company as their beneficial ownership has been reduced to lower than 10%. This will be the final filing related to Linda Bassani and the DB Bassani Estate based on the residual beneficial ownership set forth above.

Remarks:
As of January 3, Danielle Lominy's ownership includes 170,000 shares held directly by Ms. Lominy, 1,511,477 shares underlying warrants held by the Danielle Christine Bassani Trust, 400,000 shares owned by the Danielle Bassani Trust, 311,458 shares underlying warrants and 105,000 shares underlying warrants owned jointly with husband and 230,000 shares underlying warrants owned by Danielle Lominy's minor daughter. In addition, Danielle is the 50% beneficial owner of the Dominic Bassani Irrevocable Trust ("2019 Trust") which owns 3,000,000 warrants to purchase shares of the Company's common stock and, as a result Danielle Lominy is the beneficial owner of 1,500,000 shares underlying exercise of the warrants. Additionally, the 2019 Trust owns $459,277.02 principal amount of the Company's Adjusted 2020 Convertible Obligation ("CV Obligation") which is convertible @ $.0953 into 4,819,277 shares and 3,214,458 warrants. As a result, Danielle Lominy is the beneficial owner of 2,49,639 shares underlying conversion of the CV Obligation and 1,607,229 shares underlying the warrants issuable on conversion of the CV Obligation. See Danielle Lominy's Form 4 filing on January 22, 2025 for changes in ownership.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.