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
                                                                                  
 OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
                      
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 *

Sessa Capital (Master), L.P.		 2. Issuer Name and Ticker or Trading Symbol

Provention Bio, Inc. [ PRVB ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

888 SEVENTH AVENUE, 30TH FLOOR		 3. Date of Earliest Transaction (MM/DD/YYYY)

4/20/2023
(Street)

NEW YORK, NY 10019		 4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person
(City)        (State)        (Zip)
Rule 10b5-1(c) Transaction Indication
☐ Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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         15567497 D (1) 
Common Stock 4/20/2023  G(2)  202314 D$0 224617 D (3) 
Common Stock 4/21/2023  G(2)  224617 D$0 0 D (3) 

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
(1) These securities of Provention Bio, Inc. are beneficially owned by (i) Sessa Capital (Master), L.P. (the "Fund"), as a result of direct beneficial ownership of the securities, (ii) Sessa Capital GP, LLC, indirectly as a result of being the sole general partner of the Fund, (iii) Sessa Capital IM, L.P. indirectly as a result of being the investment adviser for the Fund, (iv) Sessa Capital IM GP, LLC, indirectly as a result of being the sole general partner of Sessa Capital IM, L.P., and (v) John Petry, indirectly as a result of being the manager of Sessa Capital GP, LLC and Sessa Capital IM GP, LLC. Each of the Reporting Persons and Mr. Petry disclaim beneficial ownership of any securities reported by any person except to the extent of their pecuniary interest therein.
(2) These shares of Common Stock were donated by John Petry to Fidelity Investments Charitable Gift Fund, a donor advised fund.
(3) Held directly by Mr. Petry.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Sessa Capital (Master), L.P.
888 SEVENTH AVENUE, 30TH FLOOR
NEW YORK, NY 10019
X

Sessa Capital GP, LLC
888 SEVENTH AVENUE, 30TH FLOOR
NEW YORK, NY 10019
X

Sessa Capital IM, L.P.
888 SEVENTH AVENUE, 30TH FLOOR
NEW YORK, NY 10019
X

Sessa Capital IM GP, LLC
888 SEVENTH AVENUE, 30TH FLOOR
NEW YORK, NY 10019
X

Petry John
888 SEVENTH AVENUE, 30TH FLOOR
NEW YORK, NY 10019
X
Signatures
/s/ John Petry, for Sessa Capital (Master), L.P., By: Sessa Capital GP, LLC, its general partner, By: John Petry, as manager4/24/2023
**Signature of Reporting PersonDate

/s/ John Petry, for Sessa Capital GP, LLC, By: John Petry, as manager4/24/2023
**Signature of Reporting PersonDate

/s/ John Petry, for Sessa Capital IM, L.P., By: Sessa Capital IM GP, LLC, its general partner, By: John Petry, as manager4/24/2023
**Signature of Reporting PersonDate

/s/ John Petry, for Sessa Capital IM GP, LLC, By: John Petry, as manager4/24/2023
**Signature of Reporting PersonDate

/s/ John Petry4/24/2023
**Signature of Reporting PersonDate
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).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Provention Bio (NASDAQ:PRVB)
Historical Stock Chart
From Apr 2024 to May 2024 Click Here for more Provention Bio Charts.
Provention Bio (NASDAQ:PRVB)
Historical Stock Chart
From May 2023 to May 2024 Click Here for more Provention Bio Charts.