Statement of Changes in Beneficial Ownership (4)

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

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * King-Jones Heidy	2. Issuer Name and Ticker or Trading Symbol Provention Bio, Inc. [ PRVB ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) Chief Legal Officer
(Last)          (First)          (Middle) C/O PROVENTION BIO, INC., 55 BROAD STREET, 2ND FLOOR	3. Date of Earliest Transaction (MM/DD/YYYY) 8/3/2021
(Street) RED BANK, NJ 07701 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	$11.23	8/3/2021		A		30000 (1)		8/3/2021	8/3/2030	Common Stock, par value $0.0001	30000	$0 (2)	150000 (3)	D

Explanation of Responses:
(1)	As previously reported on a Form 4 filed on August 3, 2020, on August 3, 2020 the Reporting Person was granted a stock option for 300,000 shares of Common Stock, 120,000 of which option shares vest in four equal annual installments commencing on August 3, 2021 and 180,000 of which option shares vest upon completion of certain performance milestones. This amount represents the vesting of 30,000 of the 180,000 performance option shares on August 3, 2021 upon the satisfaction of certain performance milestones. This Form 4 is being filed solely to report the vesting of such previously reported 30,000 option shares.
(2)	The stock options were granted pursuant to the Issuer's Amended and Restated 2017 Equity Incentive Plan.
(3)	Represents the 120,000 time-based option shares referred to in footnote (1) plus the 30,000 vested performance option shares referred to in footnote (1). Excludes 150,000 of the previously reported 300,000 option shares referred to in footnote (1) that are performance option shares that remain subject to vesting upon completion of certain performance milestones.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
King-Jones Heidy C/O PROVENTION BIO, INC. 55 BROAD STREET, 2ND FLOOR RED BANK, NJ 07701			Chief Legal Officer

Signatures
/s/ Andrew Drechsler, as attorney-in-fact		8/5/2021
**Signature of Reporting Person		Date