Edgar Filing: ZIZZA SALVATORE J

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).

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, 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

ZIZZA SALVATORE J

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
__X__ Officer (give title below)	_____ Other (specify below)
Chairman until resig. 12-31-08

(Last)

(First)

(Middle)

641 LEXINGTON AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2008

(Street)

NEW YORK, NY 10022

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

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Warrants

$ 2.5

12/31/2008

H⁽¹⁾

450,000

05/01/2005

04/30/2015

Common Stock

450,000

$ 0

150,000

2007 Series AB Convertible Prom Note

$ 4

12/31/2008

A⁽²⁾

$ 163,340

12/31/2008

Common Stock

40,585

$ 163,340

$ 959,184

2007 Series AB Convertible Prom Note

$ 4

12/31/2008

H⁽³⁾

$ 959,184

12/31/2008

Common Stock

239,796

$ 0

2008 Promissory Note

$ 0.75

12/31/2008

A⁽⁴⁾

$ 51,041

12/31/2008

12/31/2009

Common Stock

68,055

$ 51,041

2003 Obligation

$ 0.75

12/31/2008

A⁽⁵⁾

$ 41,647

12/31/2008

12/31/2009⁽⁵⁾

Common Stock

55,529

$ 41,647

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ZIZZA SALVATORE J 641 LEXINGTON AVENUE NEW YORK, NY 10022			Chairman until resig. 12-31-08

Signatures

s/ Salvatore Zizza		01/08/2009
^**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)	Represents cancellation of 450,000 of 600,000 Class C Warrants.
(2)	Represents interest and deferred compensation through 12/31/08 of $162,340.
(3)	Represents cancellation of 2007 Series AB Convertible Promissory Note ($959,183.77) at 12/31/08.
(4)	Represents right to convert, in whole or in part, the balance of $51,041.10 (principal amount and accrued interest through 12/31/2008) promissory note issued in November 2008 into the Issuer's common stock at a price of $.75 per share on any date before the Note is repaid by the Issuer.
(5)	Represents right to convert, in whole or in part, the balance of $41,647 of open account obligation dating from 2003 into the Issuer's common stock at a price of $.75 per share on any date before the obligation is repaid by the Issuer. There is no fixed due date for payment of the obligation but the Issuer intends to repay the obligation by 12/31/09.

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