Sec Form 4 Filing - CATLIN AVERY W @ Provention Bio, Inc. - 2023-04-27

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 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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1. Name and Address of Reporting Person CATLIN AVERY W 2. Issuer Name and Ticker or Trading Symbol Provention Bio, Inc. [ PRVB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O PROVENTION BIO, INC., 55 BROAD STREET, 2ND FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 04/27/2023 (Street) RED BANK, NJ07701 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Common Stock 04/27/2023 U( 1 ) 10,000 D 0 I By the Avery W. Catlin Revocable Trust Common Stock 04/27/2023 U( 1 ) 10,000 D 0 I By the Avery Catlin Charitable Giving Fund

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Option to Purchase Common Stock $ 3.88 04/27/2023 D 128,981 ( 2 )( 3 ) ( 2 )( 3 ) Common Stock 128,981 ( 2 ) ( 3 ) 0 D Option to Purchase Common Stock $ 12.54 04/27/2023 D 24,000 ( 2 )( 3 ) ( 2 )( 3 ) Common Stock 24,000 ( 2 ) ( 3 ) 0 D Option to Purchase Common Stock $ 12.62 04/27/2023 D 22,200 ( 2 )( 3 ) ( 2 )( 3 ) Common Stock 22,200 ( 2 ) ( 3 ) 0 D Option to Purchase Common Stock $ 6.8 04/27/2023 D 23,000 ( 2 )( 3 ) ( 2 )( 3 ) Common Stock 23,000 ( 2 ) ( 3 ) 0 D Option to Purchase Common Stock $ 4.52 04/27/2023 D 33,000 ( 2 )( 3 ) ( 2 )( 3 ) Common Stock 33,000 ( 2 ) ( 3 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CATLIN AVERY W C/O PROVENTION BIO, INC. 55 BROAD STREET, 2ND FLOOR RED BANK, NJ07701 X Signatures /s/ Thierry Chauche, as attorney-in-fact 04/27/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of March 12, 2023, by and among the Issuer, Sanofi S.A. ("Parent"), and Zest Acquisition Sub, Inc., an indirect wholly owned subsidiary of Parent ("Purchaser"), pursuant to which Purchaser completed a tender offer for shares of common stock of the Issuer ("Company Common Stock") and thereafter merged with and into the Issuer (the "Merger") effective as of April 27, 2023 (the "Effective Time"). At the Effective Time, each issued and outstanding share of Company Common Stock was cancelled and converted into the right to receive $25.00 in cash (the "Offer Price") without interest and subject to applicable withholding of taxes. ( 2 )Pursuant to the actions of the board of directors of the Issuer and in accordance with the terms of the Merger Agreement, at the Effective Time, each option to purchase shares of Company Common Stock granted under an Issuer equity plan (each, a "Company Stock Option") that was outstanding and unvested immediately prior to the Effective Time vested in full. ( 3 )As of the Effective Time, each Company Stock Option that was outstanding and vested immediately prior to the Effective Time was cancelled, and, in exchange therefor, the holder of such cancelled Company Stock Option became entitled to receive in consideration of the cancellation of such Company Stock Option, an amount in cash (without interest and less applicable tax withholdings) equal to the product of (x) the total number of shares of Company Common Stock subject to such Company Stock Option immediately prior to the Effective Time multiplied by (y) the excess, if any, of the Offer Price over the applicable exercise price per share of Company Common Stock under such Company Stock Option.

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 4(b)(v).

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