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).

1. Name and Address of Reporting Person^*

Bluestone Jeffrey

(Last)

(First)

(Middle)

C/O PROVENTION BIO, INC.,

P.O. BOX 666

(Street)

OLDWICK

08858

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
04/10/2020

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 par value $0.0001 per share	04/10/2020		M		32,246	A	$2.36	39,571⁽¹⁾	I	By the Bluestone Family Trust⁽²⁾

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)
Employee Stock Option (right to buy)	$2.36	02/27/2020		G⁽³⁾	V		128,981	⁽⁴⁾	03/27/2029	Common Stock	128,981	$0	0	D
Employee Stock Option (right to buy)	$2.36	02/27/2020		G⁽³⁾	V	128,981		⁽⁴⁾	03/27/2029	Common Stock	128,981	$0	0	I	By the Bluestone Family Trust⁽²⁾
Employee Stock Option (right to buy)	$2.36	04/10/2020		M			32,246	⁽⁴⁾	03/27/2029	Common Stock	32,246	$0	96,735	I	By the Bluestone Family Trust⁽²⁾
Employee Stock Option (right to buy)	$12.54	02/27/2020		G⁽⁵⁾	V		24,000	⁽⁶⁾	06/24/2029	Common Stock	24,000	$0	0	D
Employee Stock Option (right to buy)	$12.54	02/27/2020		G⁽⁵⁾	V	24,000		⁽⁶⁾	06/24/2029	Common Stock	24,000	$0	0	I	By the Bluestone Family Trust⁽²⁾

Explanation of Responses:

1. Includes 7,325 shares of common stock, par value $0.0001 per share (the "Common Stock") previously reported as being owned directly which are owned indirectly by the Bluestone Family Trust.

2. The reporting person, together with his spouse are trustees and the reporting person, his spouse and children are the beneficiaries of the Bluestone Family Trust.

3. On February 27, 2020, the reporting person contributed options to purchase up to 128,981 shares of Common Stock to the Bluestone Family Trust as a gift. The option was granted on March 27, 2019, pursuant to the Issuer's Amended and Restated 2017 Equity Incentive Plan.

4. The option vests in eight equal semi-annual installments commencing on September 27, 2019 and will become fully vested on March 27, 2023.

5. On February 27, 2020, the reporting person contributed options to purchase up to 24,000 shares of Common Stock to the Bluestone Family Trust as a gift. The option was granted on June 24, 2019, pursuant to the Issuer's Amended and Restated 2017 Equity Incentive Plan.

6. The option fully vests on May 28, 2020.

	/s/ Andrew Drechsler as attorney-in-fact	04/14/2020
	** 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 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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