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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol BioRestorative Therapies, Inc. [ BRTX ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 08/26/2022 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Common Stock | 08/26/2022 | S | 3,958 | D | $3.388(1) | 158,156(2) | D | |||
| Common Stock | 08/26/2022 | P | 2,600 | A | $3.35 | 160,756(2) | D | |||
| Common Stock | 08/29/2022 | P | 2,816 | A | $3.213(3) | 163,572(2) | D | |||
| Common Stock | 08/29/2022 | P | 307 | A | $3.319(4) | 12,136 | I | IRA | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Stock Option | $3,000 | (5) | 12/07/2022 | Common Stock | 1 | 1 | D | ||||||||
| Stock Option | $3,000 | (5) | 10/04/2023 | Common Stock | 1 | 1 | D | ||||||||
| Stock Option | $3,000 | (5) | 02/18/2024 | Common Stock | 3 | 3 | D | ||||||||
| Stock Option | $3,000 | 03/12/2014 | 03/11/2024 | Common Stock | 1 | 1 | D | ||||||||
| Stock Option | $3,000 | (5) | 10/23/2024 | Common Stock | 9 | 9 | D | ||||||||
| Stock Option | $3,000 | (5) | 09/04/2025 | Common Stock | 6 | 6 | D | ||||||||
| Stock Option | $3,000 | (5) | 06/10/2026 | Common Stock | 15 | 15 | D | ||||||||
| Stock Option | $3,000 | (5) | 07/12/2027 | Common Stock | 20 | 20 | D | ||||||||
| Stock Option | $3,000 | (5) | 10/29/2028 | Common Stock | 25 | 25 | D | ||||||||
| Stock Option | $13.5 | (6) | 03/18/2031 | Common Stock | 293,479 | 293,479 | D | ||||||||
| Stock Option | $13.5 | (7) | 11/04/2031 | Common Stock | 42,059 | 42,059 | D | ||||||||
| Explanation of Responses: |
| 1. Represents transaction inadvertently effected by the reporting person. This transaction was executed in multiple trades at prices ranging from $3.33 to $3.45 per share. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide, upon request to the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares and prices at which the transactions were effected. |
| 2. Includes 105,081 shares received pursuant to unvested restricted stock unit grants. Such shares vest to the extent of 1,036 shares on each of September 18, 2022, November 18, 2022 and January 18, 2023, 1,037 shares on each of October 18, 2022, December 18, 2022 and February 18, 2023, 49,949 shares on March 18, 2023 and 48,913 shares on March 18, 2024. |
| 3. This transaction was executed in multiple trades at prices ranging from $3.21 to $3.2159 per share. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide, upon request to the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares and prices at which the transactions were effected. |
| 4. This transaction was executed in multiple trades at prices ranging from $3.28 to $3.35 per share. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide, upon request to the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares and prices at which the transactions were effected. |
| 5. The option is currently exercisable. |
| 6. The option vests and becomes exercisable to the extent of 146,740 shares on March 18, 2021, 36,684 shares on November 4, 2021 and the remaining 110,055 shares in six nearly equal quarterly installments beginning December 18, 2021 and continuing every three months thereafter until fully vested. |
| 7. The option vests and becomes exercisable to the extent of 21,030 shares on November 4, 2021 with the remaining 21,029 shares vesting quarterly in eight nearly equal installments beginning on November 4, 2022. |
| /s/ Francisco Silva | 09/07/2022 | |
| ** 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. | ||
| 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 Number. | ||