SEC Form SC 13G/A filed by Provention Bio Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

PROVENTION BIO, INC.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

74374N102

(CUSIP Number)

March 31, 2023

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

The information required in 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

CUSIP NO. 74374N102

CUSIP NO. 74374N102

CUSIP NO. 74374N102

CUSIP NO. 74374N102

Provention Bio, Inc. (the “Issuer”)

55 Broad Street, 2^nd Floor

Red Bank, New Jersey 07701

The names of the persons filing this report (collectively, the “Reporting Persons”) are:

The address of the principal business office of each of the Reporting Persons is:

888 Seventh Avenue, 30^th Floor

New York, NY, 10019

Sessa Capital (Master), L.P. – a Cayman Islands exempted limited partnership;

Sessa Capital GP, LLC – a Delaware limited liability company

Sessa Capital IM, L.P. – a Delaware limited liability partnership

Sessa Capital IM GP, LLC – a Delaware limited liability company

John Petry – a United States citizen

Common Stock, par value $0.0001 per share (“Common Stock”)

74374N102

Not applicable.

The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover pages to this Schedule 13G/A. The ownership percentages reported are based on 94,780,874 shares of Common Stock outstanding as of March 20, 2023, as reported in the Issuer’s Form 10-K filed on March 29, 2023, and give effect to the exercise of Warrants beneficially owned by the Reporting Persons for shares of Common Stock, even though the Warrants have not been exercised as of the date hereof

John Petry directly beneficially owns 645,582 shares of Common Stock, which were received pursuant to a pro rata distribution by a partnership. Sessa Capital (Master), L.P (the “Fund”) directly beneficially owns 8,879,023 shares of Common Stock and 8,879,023 Warrants exercisable on a one-for-one basis for shares of Common Stock pursuant to the Beneficial Ownership Blocker (the “Warrants”), all of which are immediately exercisable as of the date hereof under the restrictions contained in the Beneficial Ownership Blocker. The Warrants contain a provision (the “Beneficial Ownership Blocker”) which precludes exercise of the warrants to the extent that, following exercise, the Reporting Persons, together with its affiliates and other attribution parties, would beneficially own more than 19.99% of the Common Stock outstanding.

Sessa Capital GP, LLC is the general partner of the Fund and, as a result, may be deemed to beneficially own Common Stock owned by the Fund. Sessa Capital IM, L.P. is the investment manager of the Fund and, as a result, may be deemed to beneficially own Common Stock owned by the Fund. Sessa Capital IM GP, LLC is the general partner of Sessa Capital IM, L.P. and, as a result, may be deemed to beneficially own Common Stock beneficially owned by Sessa Capital IM, L.P. John Petry is the manager of Sessa Capital GP, LLC and Sessa Capital IM GP, LLC and, as a result, may be deemed to beneficially own Common Stock owned by the Fund.

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following  ☐.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

The Reporting Persons hereby make the following certification:

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.

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.