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 *

ROBERSON ED 		2. Issuer Name and Ticker or Trading Symbol

Protea Biosciences Group, Inc. [ PRGB ] 		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)

1311 PINEVIEW DRIVE,, SUITE 501 		3. Date of Earliest Transaction (MM/DD/YYYY)

3/24/2017
(Street)

MORGANTOWN, WV 26505
(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
Common Stock   3/24/2017   (1)   J    400000   (1) A $0   1005456.00   (3) D    

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
Class A Warrant (right to buy)   (1) $0.09   (1) 3/24/2017     J      400000   (1) (2)      3/24/2017   9/24/2018   Common Stock   400000   (1) (2) $0.00   1123927   (4) D    
Class B Warrant (right to buy)   (1) $0.1125   (1) 3/24/2017     J      400000   (1) (2)      3/24/2017   3/24/2022   Common Stock   400000   (1) (2) $0.00   1123927   (4) D    

Explanation of Responses:
( 1)  Mr. Roberson held $30,000 of outstanding principal indebtedness and accrued unpaid interest of the Issuer ("Unsecured Debt"). On March 24, 2017, Mr. Roberson exchanged $30,000 of Unsecured Debt of the Issuer, for units of the Issuer's equity securities, consisting of (a) an aggregate of 400,000 shares of common stock, $0.0001 par value per share, of the Issuer ("Common Stock"), valued at $0.075 per share, (b) 18 month Class A warrants to purchase 400,000 shares of Common Stock at an exercise price of $0.09 per share ("Class A Warrant"), and (c) five year Class B warrants to purchase another 400,000 shares at an exercise price of $0.1125 per share ("Class B Warrant").
( 2)  The shares of Common Stock reported in Column 5 and 7 are the number of shares of Common Stock issuable upon exercise of the Class A Warrant and/or Class B Warrant.
( 3)  Includes 67,856 shares of Common Stock owned of record by Raymond James & Associates, Inc., an IRA account of Ed Roberson.
( 4)  Includes 857,260 shares of Common Stock to be acquired upon the exercise of warrants and 266,667 shares of Common Stock to be acquired upon the exercise of stock options.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
ROBERSON ED
1311 PINEVIEW DRIVE,
SUITE 501
MORGANTOWN, WV 26505 		X



Signatures
/s/ Ed Roberson 3/31/2017
** Signature of Reporting Person Date


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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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