UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Bion Environmental Technologies, Inc.
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(Name of Issuer)
Common Stock, $.0001 Par Value
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(Title of Class of Securities)
09061Q307
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(CUSIP Number)
Anthony G. Orphanos
c/o Carret Asset Management LLC
40 West 57th Street, 20th Floor
New York, NY 10019
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 23, 2009
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-
1(g), check the following box. [X]
*The remainder of this cover page shall be filled out for a reporting
person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on 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 (the "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. 09061Q307
(1) Name of Reporting Person:
Anthony G. Orphanos
(2) Check the appropriate box if a member of a group:
(a) [ ]
Not applicable (b) [ ]
(3) SEC use only
(4) Source of funds:
PF and OO
(5) Check if disclosure of legal proceedings is required pursuant to
Items 2(d) or 2(e) [ ]
(6) Citizenship or place of organization
USA
Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole voting power: 2,719,800
(8) Shared voting power: 696,263
(9) Sole dispositive power: 2,719,800
(10) Shared dispositive power: 696,263
(11) Aggregate amount beneficially owned by each reporting person: 3,416,063
(12) Check if the aggregate amount in Row (11) excludes certain shares [ ]
Not applicable
(13) Percent of class represented by amount in row (11): 27.9%
(14) Type of reporting person: IN
ITEM 1. SECURITY AND ISSUER
(a) Title of Class of Equity Securities: Common Stock, $.0001 Par
Value
(b) Name of Issuer: Bion Environmental Technologies, Inc.
(c) Address of Issuer's Principal Executive Offices: Box 566/1774
Summitview Way, Crestone, Colorado 81131
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ITEM 2. IDENTITY AND BACKGROUND
(a) Name of Person Filing: Anthony Orphanos
(b) Address of Principal Business Office or, if none, residence:
c/o Carret Asset Management LLC
40 West 57th Street, 20th Floor
New York, NY 10019
(c) Present occupation or employment and name, principal businesss and
address of any corporation or other organization in which such
employment is conducted:
Senior Managing Director
Carret Asset Management LLC
40 West 57th Street, 20th Floor
New York, NY 10019
(d) Filing person has not during the past five years been convicted in
a criminal proceeding.
(e) Filing person has not during the past five years been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction.
(f) Citizenship: USA
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
All of the Issuer's securities which were acquired by Mr. Orphanos, his
IRA, or his wife were paid for using personal funds. All of the Issuer's
common shares acquired by clients of Mr. Orphanos were paid for using funds
of the clients. The amounts of funds paid for these securities are not
provided because these transactions have occurred over a number of years and
Mr. Orphanos would have to go to an unreasonable amount of time and expense
to provide the amount of funds paid for all of the securities. Mr. Orphanos
was already a ten percent shareholder on January 13, 2007, when the Issuer
first became a reporting company under Section 12(g) of the Securities
Exchange Act of 1934, as amended. He then filed a Form 3 on January 13, 2007
and his first Schedule 13 G on February 7, 2008 which reported his beneficial
ownership at those times.
ITEM 4. PURPOSE OF TRANSACTION
All purchases by Mr. Orphanos and by his clients were made for
investment purposes.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Amount Beneficially Owned: 3,416,063 (1)(2)
Percent of Class: 27.9%
(b) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 2,719,800(1)
(ii) shared power to vote or to direct the vote: 696,263(2)
(iii) sole power to dispose or to direct the
disposition of: 2,719,800(1)
(iv) shared power to dispose or to direct the
disposition of: 696,263(2)
______________
(1) Includes 433,563 shares and 35,500 shares underlying options and
warrants held directly by Mr. Orphanos and 685,707 shares held in an IRA.
Also includes 1,565,030 common shares owned by certain clients of Mr.
Orphanos, over which Mr. Orphanos exercises discretionary authority.
(2) Includes 130,263 shares held jointly with his wife and 566,000 shares
underlying warrants held by the Danielle Christine Bassani Trust, of which
Mr. Orphanos is a co-trustee.
(c) During the 60 day period ended October 23, 2009, clients of Mr.
Orphanos purchased a total of 105,700 shares of the Issuer in 32 separate
accounts at prices ranging from $1.97 to $2.60 per share. There were also
2,100 shares of the Issuer sold from one account at prices ranging from $2.15
to $2.24 during this period.
In addition, on October 23, 2009, Mr. Orphanos purchased 22,690 shares
of the Issuer at a price of $1.94 and this purchase was reported by him on a
Form 4. The purchase was made in a private transaction which had been
negotiated in late August 2009.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Not applicable.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Date: November 9, 2009
/s/ Anthony G. Orphanos
ANTHONY G. ORPHANOS
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