SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person^*

Vogel Justin

(Last)

(First)

(Middle)

C/O PROVENTION BIO, INC.

55 BROAD STREET, 2ND FLOOR

(Street)

RED BANK

07701

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/03/2023

3. Issuer Name and Ticker or Trading Symbol
Provention Bio, Inc. [ PRVB ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Accounting Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	⁽¹⁾	07/19/2028	Common Stock	88,185	$4	D
Stock Option (right to buy)	⁽²⁾	06/24/2029	Common Stock	45,000	$12.54	D
Stock Option (right to buy)	⁽³⁾	07/15/2030	Common Stock	60,000	$12.62	D
Stock Option (right to buy)	⁽⁴⁾	05/12/2031	Common Stock	66,000	$6.8	D
Stock Option (right to buy)	⁽⁵⁾	01/18/2032	Common Stock	70,000	$4.39	D

Explanation of Responses:

1. On July 19, 2018, the Reporting Person was granted a stock option for 103,185 shares of Common Stock, 41,274 of which vested in four equal annual installments commencing on June 1, 2019, and 61,911 of which were granted with performance-based vesting triggers, which have all vested based on the satisfaction of certain performance milestones. In December 2019, the Reporting Person exercised 15,000 of the shares and sold them on a cashless basis. The stock options were granted pursuant to the Issuer's 2017 Equity Incentive Plan.

2. On June 24, 2019, the Reporting Person was granted a stock option for 45,000 shares of Common Stock which will vest as follows: 25% vested and became exercisable on June 24, 2020, and 75% will vest and become exercisable monthly over 36 months such that these options will be fully vested and exercisable on June 24, 2023. The stock options were granted pursuant to the Issuer's 2017 Equity Incentive Plan.

3. On July 15, 2020, the Reporting Person was granted a stock option for 60,000 shares of Common Stock which will vest as follows: 25% vested and became exercisable on July 15, 2021, and 75% will vest and become exercisable monthly over 36 months such that these options will be fully vested and exercisable on July 15, 2024. The stock options were granted pursuant to the Issuer's 2017 Equity Incentive Plan.

4. On May 12, 2021, the Reporting Person was granted a stock option for 66,000 shares of Common Stock which will vest as follows: 25% vested and became exercisable on May 12, 2022, and 75% will vest and become exercisable monthly over 36 months such that these options will be fully vested and exercisable on May 12, 2025. The stock options were granted pursuant to the Issuer's 2017 Equity Incentive Plan.

5. On January 18, 2022, the Reporting Person was granted a stock option for 70,000 shares of Common Stock which will vest as follows: 25% will vest and become exercisable on January 18, 2023, and 75% will vest and become exercisable monthly over 36 months such that these options will be fully vested and exercisable on January 18, 2026. The stock options were granted pursuant to the Issuer's 2017 Equity Incentive Plan.

Remarks:

Exhibit 24.1 - Power of Attorney

	/s/ Thierry Chauche, as attorney-in-fact	01/05/2023
	** Signature of Reporting Person	Date
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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.