Edgar Filing: BioRestorative Therapies, Inc.

Ownership Submission

FORM 4

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
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Clyde Mandy D.

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

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
VP of Operations

(Last)

(First)

(Middle)

40 MARCUS DRIVE

3. Date of Earliest Transaction (Month/Day/Year)
02/14/2017

(Street)

MELVILLE, NY 11747

4. If Amendment, Date 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

(City)

(State)

(Zip)

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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option

$ 10

02/14/2017

4,000

12/15/2010

12/14/2020

Common Stock

4,000

⁽⁹⁾

Stock Option

$ 4.7

02/14/2017

4,000

12/15/2010

12/14/2020

Common Stock

4,000

⁽⁹⁾

4,000

Stock Option

$ 20

02/14/2017

300

⁽¹⁾

04/20/2021

Common Stock

300

⁽⁹⁾

Stock Option

$ 4.7

02/14/2017

300

⁽¹⁾

04/20/2021

Common Stock

300

⁽⁹⁾

300

Stock Option

$ 21

02/14/2017

1,500

⁽²⁾

02/09/2022

Common Stock

1,500

⁽⁹⁾

Stock Option

$ 4.7

02/14/2017

1,500

⁽²⁾

02/09/2022

Common Stock

1,500

⁽⁹⁾

1,500

Stock Option

$ 30

02/14/2017

2,500

⁽³⁾

12/07/2022

Common Stock

2,500

⁽⁹⁾

Stock Option

$ 4.7

02/14/2017

2,500

⁽³⁾

12/07/2022

Common Stock

2,500

⁽⁹⁾

2,500

Stock Option

$ 12

02/14/2017

4,000

⁽⁴⁾

10/04/2023

Common Stock

4,000

⁽⁹⁾

Stock Option

$ 4.7

02/14/2017

4,000

⁽⁴⁾

10/04/2023

Common Stock

4,000

⁽⁹⁾

4,000

Stock Option

$ 13

02/14/2017

6,250

⁽⁵⁾

02/18/2024

Common Stock

6,250

⁽⁹⁾

Stock Option

$ 4.7

02/14/2017

6,250

⁽⁵⁾

02/18/2024

Common Stock

6,250

⁽⁹⁾

6,250

Stock Option

$ 6.6

02/14/2017

10,000

⁽⁶⁾

10/23/2024

Common Stock

10,000

⁽⁹⁾

Stock Option

$ 4.7

02/14/2017

10,000

⁽⁶⁾

10/23/2024

Common Stock

10,000

⁽⁹⁾

10,000

Stock Option

$ 7

02/14/2017

25,500

⁽⁷⁾

09/04/2025

Common Stock

25,500

⁽⁹⁾

Stock Option

$ 4.7

02/14/2017

25,500

⁽⁷⁾

09/04/2025

Common Stock

25,500

⁽⁹⁾

25,500

Stock Option

$ 3.73

⁽⁸⁾

06/10/2026

Common Stock

40,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Clyde Mandy D. 40 MARCUS DRIVE MELVILLE, NY 11747			VP of Operations

Signatures

/s/ Mandy D. Clyde		02/14/2017
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The option is exercisable to the extent of 100 shares on each of April 21, 2011, April 21, 2012 and April 21, 2013.
(2)	The option is exercisable to the extent of 750 shares on each of February 10, 2012 and February 10, 2013.
(3)	The option is exercisable to the extent of 1,250 shares on each of December 7, 2012 and December 7, 2013.
(4)	The option is exercisable to the extent of 2,000 shares on each of October 4, 2013 and October 4, 2014.
(5)	The option is exercisable to the extent of 2,084 shares on February 18, 2014, and 2,083 shares on each of February 18, 2015 and February 18, 2016.
(6)	The option is exercisable to the extent of 3,334 shares on October 23, 2015 and 3,333 shares on each of October 23, 2016 and October 23, 2017.
(7)	The option is exercisable to the extent of 8,500 shares on each of September 4, 2016, September 4, 2017 and September 4, 2018.
(8)	The option is exercisable to the extent of 13,334 shares on June 10, 2017 and 13,333 shares on each of June 10, 2018 and June 10, 2019.
(9)	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 at a reduced exercise price.

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