Amended Statement of Ownership (sc 13g/a)
17 February 2021 - 9:22AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
(Amendment No. 1)*
Provention Bio, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
74374N102
(CUSIP Number)
December 31, 2020
(Date of Event Which Requires Filing of
this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
o
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Rule 13d-1(b)
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x
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Rule 13d-1(c)
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o
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Rule 13d-1(d)
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* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP No. 74374N102
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13G
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Page 2 of 5 pages
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1
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Name of Reporting Persons
Peter A. Appel
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2
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Check the Appropriate Box if a Member of a Group
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(a)
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o
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(b)
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x
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3
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SEC Use Only
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4
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Citizenship or Place of Organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5
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Sole Voting Power
2,262,500
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6
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Shared Voting Power
0
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7
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Sole Dispositive Power
2,262,500
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8
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Shared Dispositive Power
0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,262,500
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10
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o
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11
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Percent of Class Represented by Amount in Row 9
4.01%
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12
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Type of Reporting Person
IN
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SCHEDULE 13G
Item 1(a)
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Name of Issuer.
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Provention Bio, Inc.
Item 1(b)
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Address of Issuer’s Principal Executive Offices.
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P.O. Box 666
Oldwick, NJ 08858
Item 2(a)
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Name of Person Filing.
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This statement is filed by Peter A. Appel with respect to shares
of Common Stock, $0.0001 par value per share (the “Shares”), of the Issuer beneficially owned thereby.
Item 2(b)
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Address of Principal Business Office.
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The address of the principal business office of Mr. Appel is
3505 Main Lodge Drive, Coconut Grove, FL 33133.
Mr. Appel is a United States citizen.
Item 2(d)
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Title of Class of Securities.
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Common Stock, par value $0.0001 per share.
74374N102
Item 3
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If this
statement is filed pursuant to §§240.13d—1(b) or 240.13d—2(b) or (c), check whether the person filing
is a: x
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Not Applicable
The percentages used herein are calculated based on 56,487,891
Shares issued and outstanding as of November 2, 2020 as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter
ended September 30, 2020.
As of the close of business on December 31, 2020:
(a) Amount beneficially owned: 2,262,500
(b) Percent of class: 4.01%
(c)(i) Sole power to vote or direct the vote: -2,262,500-
(ii) Shared power to vote or direct the vote: -0-
(iii) Sole power to dispose or direct the disposition: -2,262,500
(iv) Shared power to dispose or direct the disposition: -0-
Item 5
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Ownership of Five Percent or Less of a Class.
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If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities,
check the following x.
Item 6
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Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable.
Item 7
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
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Not applicable.
Item 8
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Identification and Classification of Members of the Group.
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Not applicable.
Item 9
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Notice of Dissolution of Group.
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Not applicable.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing
or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant
in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURES
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 16, 2021
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By:
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/s/ Peter A. Appel
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Name: Peter A. Appel
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