BioRestorative Therapies (BRTX) Form 4 Change in insider ownership

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Westbury Trust

(Last) (First) (Middle)

11 VICTORIA STREET, P.O. BOX HM 1065

(Street)

HAMILTON D0 HMEX

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BioRestorative Therapies, Inc. [ BRTX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/07/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

	Form filed by One Reporting Person
X	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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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
Common Stock Warrants (right to buy)	$15	12/07/2015		J			186,682(1)	(3)	05/21/2020	Common Stock	186,682	(1)	0	I	See footnote(2)
Common Stock Warrants (right to buy)	$4	12/07/2015		J		186,682(1)		(3)	05/21/2020	Common Stock	186,682	(1)	186,682	I	See footnote(2)
Common Stock Warrants (right to buy)	$15	12/07/2015		J			40,000(1)	(3)	12/31/2017	Common Stock	40,000	(1)	0	I	See footnote(2)
Common Stock Warrants (right to buy)	$4	12/07/2015		J		40,000(1)		(3)	12/31/2017	Common Stock	40,000	(1)	40,000	I	See footnote(2)
Common Stock Warrants (right to buy)	$15	12/07/2015		J			12,500(1)	(3)	02/20/2020	Common Stock	12,500	(1)	0	I	See footnote(2)
Common Stock Warrants (right to buy)	$4	12/07/2015		J		12,500(1)		(3)	02/20/2020	Common Stock	12,500	(1)	12,500	I	See footnote(2)

1. Name and Address of Reporting Person^*

Westbury Trust

(Last) (First) (Middle)

11 VICTORIA STREET, P.O. BOX HM 1065

(Street)

HAMILTON D0 HMEX

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

WESTBURY BERMUDA LTD

(Last) (First) (Middle)

11 VICTORIA STREET, P.O. BOX HM 1065

(Street)

HAMILTON D0 HMEX

(City) (State) (Zip)

Explanation of Responses:

1. On December 7, 2015, an affiliate of Westbury (Bermuda) Ltd. ("Westbury") agreed to extend the maturity of a promissory note issued by BioRestorative Therapies, Inc. (the "Issuer") to the affiliate of Westbury, and in consideration for such extension of maturity, the Issuer agreed to reduce the exercise prices of warrants to purchase an aggregate of 239,182 shares of the Issuer's common stock held by Westbury to $4 from $15. The number of shares of common stock of the Issuer underlying each of the warrants reported herein reflects the Issuer's 1-for-20 reverse stock split that became effective on July 7, 2015.

2. These securities are directly owned by Westbury, which is 100% owned by Westbury Trust. Westbury Trust is an indirect beneficial owner of the reported securities.

3. The warrants were exercisable immediately upon issuance.

Remarks:

	WESTBURY TRUST, Name: /s/ Jim Watt, Title: Trustee	12/09/2015
	WESTBURY (BERMUDA) LTD., Name: /s/ Jim Watt, Title: President	12/09/2015
	** Signature of Reporting Person	Date
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