SEC FORM 3

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^*

Osorio Benedict

(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)
12/16/2021

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 Quality 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⁾	08/17/2030	Common Stock	52,000	12.89	D
Stock Option (right to buy)	⁽²⁾	05/12/2031	Common Stock	70,000	6.8	D

Explanation of Responses:

1. On August 17, 2020, the Reporting Person was granted a stock option for 40,000 shares of Common Stock which vests in four equal annual installments commencing on August 17, 2021. The Reporting Person was also granted 60,000 stock options with performance-based vesting triggers, 12,000 of which have vested upon the satisfaction of certain performance milestones. The vesting of the remaining performance option shares will be reported, if and when vested, consistent with the applicable reporting requirements. The stock options were granted pursuant to the Issuer's 2017 Equity Incentive Plan.

2. On May 12, 2021, 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 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.

Remarks:

Exhibit 24.1 - Power of Attorney

	/s/ Thierry Chauche, as attorney-in-fact	12/23/2021
	** 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.

SEC Form 3 filed by new insider Osorio Benedict