Sec Form 5 Filing - SMITH MARK A @ BION ENVIRONMENTAL TECHNOLOGIES INC - 2024-06-30

FORM 5 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 SMITH MARK A 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) Resigned 7/31/2024 (Last) (First) (Middle) 500 MOHAWK DRIVE #108 3. Date of Earliest Transaction (MM/DD/YY) 06/30/2024 (Street) BOULDER, CO80303 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 Common Stock 4,476,545 ( 1 ) D Common Stock 53,756 I Wife IRA Common Stock 62,535 I MAS IRA Common Stock 86,754 ( 2 ) I Lotaylingkyur LLC Common Stock 12,681 I Lotaylingkyur Foundation

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 2020 Non adjusted Convertible obligation $ 0.5 ( 3 ) ( 3 ) Common Stock 242,152 ( 3 ) 242,152 ( 3 ) D Deferred Compensation $ 0.3 ( 4 ) ( 4 ) Common Stock 244,359 ( 4 ) 244,359 ( 4 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SMITH MARK A 500 MOHAWK DRIVE #108 BOULDER, CO80303 Resigned 7/31/2024 Signatures /s/ Mark A. Smith 08/01/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )As of July 31, 2024, Mr. Smith and his spouse are the owners of 4,476,545 shares of common stock. 1,624,323 shares are registered to Mr. Smith's wife. The total number of shares of common stock was understated, in error, on the April 3, 2024 Form 4 report by 55,443 shares. ( 2 )The total number of shares held by Lotaylingkyur LLC was understated, in error, on the April 3, 2024 Form 4 report by 1400 shares. Lotaylingkyur LLC is controlled by Mr. Smith and his wife. ( 3 )As of July 31, 2024, the balance of the 2020 Convertible Obligation owned by Mr. Smith was $121,075.58 convertible into 242,152 units (each unit consisting of one share and one warrant exercisable at $.75/warrant). ( 4 )As of July 31,2024, Mr. Smith has a balance of $75,751 deferred compensation which is convertible at the market price of $0.31 into 244,359 shares of common stock.

Remarks: On July 31, 2024 Mark Smith commenced his retirement including from his various positions (including Director, President, Interim CFO and General Counsel at the Company (and its subsidiaries). This will be Mr. Smith's final filing.

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).

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