Amended Statement of Ownership (sc 13g/a)
February 14 2020 - 4:32PM
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, $0.0001 par value per share
(Title
of Class of Securities)
74374N102
(CUSIP
Number)
December
31, 2019
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
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[ ]
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Rule
13d-1(b)
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[ ]
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Rule
13d-1(c)
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[X]
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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
Ashleigh Palmer
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2
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Check the Appropriate Box if a Member of a Group
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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
2,901,575
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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
2,901,575
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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
2,901,575
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10
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
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11
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Percent of Class Represented by Amount in Row 9
6.1%*
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12
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Type of Reporting Person
IN
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*
The common stock, par value $0.0001 per share (the “Common Stock”), of Provention Bio Inc., a Delaware corporation
(the “Company”), reported herein are held by Ashleigh Palmer (the “Reporting Person”). As
of December 31, 2019, the Reporting Person, in his individual capacity, held 2,563,000 shares of Common Stock and vested options
to purchase up to 338,575 shares of Common Stock. Accordingly, for the purposes of Reg. Section 240.13d-3, the Reporting Person
may be deemed to beneficially own an aggregate of 2,901,575, or 6.1% of the shares of Common Stock deemed issued and outstanding
as of December 31, 2019. The beneficial ownership percentage reported herein is based on 47,638,361 shares of Common Stock issued
and outstanding as of November 1, 2019, as disclosed in the Company’s Report on Form 10-Q for the period ended September
30, 2019 filed with the Securities and Exchange Commission on November 5, 2019.
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, New Jersey 08858
Item
2(a)
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Name
of Person Filing.
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Ashleigh
Palmer
Item
2(b)
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Address
of Principal Business Office.
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c/o
Provention Bio, Inc., P.O. Box 666, Oldwick, New Jersey 08858
United
States
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:
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(a)
Amount beneficially owned: 2,901,575*
(b)
Percent of class: 6.1%*
(c)
Number of shares as to which such person has:
(i)
Sole power to vote or direct the vote: 2,901,575*
(ii)
Shared power to vote or direct the vote: 0
(iii)
Sole power to dispose or direct the disposition: 2,901,575*
(iv)
Shared power to dispose or direct the disposition: 0
*
The common stock, par value $0.0001 per share (the “Common Stock”), of Provention Bio Inc., a Delaware corporation
(the “Company”), reported herein are held by Ashleigh Palmer (the “Reporting Person”). As
of December 31, 2019, the Reporting Person, in his individual capacity, held 2,563,000 shares of Common Stock and vested options
to purchase up to 338,575 shares of Common Stock. Accordingly, for the purposes of Reg. Section 240.13d-3, the Reporting Person
may be deemed to beneficially own an aggregate of 2,901,575, or 6.1% of the shares of Common Stock deemed issued and outstanding
as of December 31, 2019. The beneficial ownership percentage reported herein is based on 47,638,361 shares of Common Stock issued
and outstanding as of November 1, 2019, as disclosed in the Company’s Report on Form 10-Q for the period ended September
30, 2019 filed with the Securities and Exchange Commission on November 5, 2019.
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 [ ].
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.
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 14, 2020
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By:
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/s/
Andrew Drechsler-as-attorney in fact for Ashleigh Palmer
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Name:
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Andrew
Drechsler, as attorney-in-fact for Ashleigh Palmer
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Schedule
13G Signature Page
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