FORM 4

[ X ] 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

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1. Name and Address of Reporting Person * JOHNSON & JOHNSON 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)
ONE JOHNSON & JOHNSON PLAZA 3. Date of Earliest Transaction (MM/DD/YYYY)
NEW BRUNSWICK, NJ 08933 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
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 Stock7/19/2018C2400000A(1)2400000IBy Johnson & Johnson Innovation - JJDC, Inc.(2)
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
Series A Preferred Stock(1)7/19/2018C2400000(1)(1)Common Stock2400000$00IBy Johnson & Johnson Innovation - JJDC, Inc.(2)

Explanation of Responses:
(1) The Series A Preferred Stock had no expiration date and was automatically converted into shares of Common Stock on a 1-1 basis, for no additional consideration, immediately prior to the closing of the Issuer's initial public offering.
(2) The securities reported as being indirectly beneficially owned by the designated Reporting Person are directly beneficially owned by Johnson & Johnson Innovation - JJDC, Inc., a wholly-owned subsidiary of the designated Reporting Person.

Reporting Owners
Reporting Owner Name / Address
Director 10% Owner Officer Other
JOHNSON & JOHNSON
ONE JOHNSON & JOHNSON PLAZA
NEW BRUNSWICK, NJ 08933
X
Johnson & Johnson Innovation - JJDC, Inc.
410 GEORGE STREET
NEW BRUNSWICK, NJ 08901
X

Signatures
Thomas Spellman III, Secretary of Johnson & Johnson7/20/2018
** Signature of Reporting Person Date
Kevin Norman, Assistant Secretary of Johnson & Johnson Innovation - JJDC, Inc.7/20/2018
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Johnson & Johnson published this content on 20 July 2018 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 20 July 2018 14:17:02 UTC