SEC FORM 4

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^*

Silva Francisco

(Last)

(First)

(Middle)

40 MARCUS DRIVE

(Street)

MELVILLE

11747

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP of Research and Development

3. Date of Earliest Transaction (Month/Day/Year)
11/03/2022

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

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

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								165,103⁽¹⁾	D
Common Stock								12,136	I	IRA

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option	$3,000							⁽²⁾	12/07/2022	Common Stock	1		1	D
Stock Option	$3,000							⁽²⁾	10/04/2023	Common Stock	1		1	D
Stock Option	$3,000							⁽²⁾	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							⁽²⁾	10/23/2024	Common Stock	9		9	D
Stock Option	$3,000							⁽²⁾	09/04/2025	Common Stock	6		6	D
Stock Option	$3,000							⁽²⁾	06/10/2026	Common Stock	15		15	D
Stock Option	$3,000							⁽²⁾	07/12/2027	Common Stock	20		20	D
Stock Option	$3,000							⁽²⁾	10/29/2028	Common Stock	25		25	D
Stock Option	$13.5	11/03/2022		D			293,479	⁽³⁾	03/18/2031	Common Stock	293,479	$0⁽⁵⁾	0	D
Stock Option	$5.08	11/03/2022		A		293,479		⁽³⁾	03/18/2031	Common Stock	293,479	$0⁽⁵⁾	293,479	D
Stock Option	$13.5	11/03/2022		D			42,059	⁽⁴⁾	11/04/2031	Common Stock	42,059	$0⁽⁵⁾	0	D
Stock Option	$5.08	11/03/2022		A		42,059		⁽⁴⁾	11/04/2031	Common Stock	42,059	$0⁽⁵⁾	42,059	D

Explanation of Responses:

1. Includes 103,008 shares received pursuant to an unvested restricted stock unit grant. Such shares vest to the extent of 1,036 shares on November 18, 2022 and January 18, 2023, 1,037 shares on December 18, 2022 and February 18, 2023, 49,949 shares on March 18, 2023 and 48,913 shares on March 18, 2024.

2. The option is currently exercisable.

3. 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.

4. 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.

5. The reported transactions involved an amendment of an outstanding stock option, resulting in the deemed cancellation of the "old" stock option and the grant of a "replacement" stock option with a reduced exercise price.

	/s/ Francisco Silva	11/03/2022
	** 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).
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