UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

(Amendment No. 2)*

BioRestorative Therapies, Inc.
(Name of Issuer)

Common Stock, $.001 Par Value
(Title of Class of Securities)

090655408
(CUSIP Number)

Mark Weinreb
40 Marcus Drive
Melville, New York 11747
(631) 760-8100
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

June 23, 2017
 (Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13-1(g), check the following box [   ].

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


SCHEDULE 13D
 
 
CUSIP No. 090655408
1.
Name of Reporting Person
 
Mark Weinreb
 
2.
Check the appropriate box if a member of a group*
(a) [   ]
(b) [   ]
 
3.
SEC Use Only
 
4.
Source of Funds
 
N/A
 
5.
Check box if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e)
[    ]
6.
Citizenship or Place of Organization
 
United States
 
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With:
7.
Sole Voting Power
764,835
8.
Shared Voting Power
0
9.
Sole Dispositive Power
764,835
10.
Shared Dispositive Power
0
11.
Aggregate Amount Beneficially Owned by Reporting Person
764,835
12.
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [   ]
13.
Percent of Class Represented by Amount in Row (11)
12.5%
14.
Type of Reporting Person
IN

 
ITEM 1.               SECURITY AND ISSUER.
 
This statement amends and supplements the Schedule 13D, filed with the SEC on February 15, 2013, as amended by Amendment No. 1 thereto, filed with the SEC on  December 28, 2015,  relating to shares of Common Stock, par value $.001 per share (the "Common Stock"), of BioRestorative Therapies, Inc., a Delaware corporation (the "Company").  The address of the principal executive offices of the Company is 40 Marcus Drive, Melville, New York 11747.
 
ITEM 2.              IDENTITY AND BACKGROUND.
 
(a)          Name of Reporting Person:
 
Mark Weinreb
 
(b)          Residence or business address:
 
40 Marcus Drive
Melville, New York 11747
 
(c)          The Reporting Person is employed as the Chief Executive Officer, President and Chairman of the Board of the Company.
 
(d)          The Reporting Person has not been convicted in a criminal proceeding in the last five years.
 
(e)          The Reporting Person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
(f)           The Reporting Person is a citizen of the United States of America.
 
ITEM 3.               SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
 
N/A
 
ITEM 4.                PURPOSE OF TRANSACTION.
 
On June 23, 2017, the Company granted to the Reporting Person a ten year option for the purchase of 275,000 shares of Common Stock of the Company at an exercise price of $3.35 per share.  The option is exercisable to the extent of (a) 91,667 shares effective as of June 23, 2017, (b) 91,667 shares effective as of June 23, 2018 and (c) 91,666 shares effective as of June 23, 2019.

Reference is made to the Stock Option Agreement attached hereto as an exhibit for a complete description of the option granted to the Reporting Person.



 
ITEM 5.                INTEREST IN SECURITIES OF THE ISSUER.
 
(a)   As of the date hereof, the Reporting Person is the beneficial owner of 764,835 shares of Common Stock of the Company (or approximately 12.5%, based upon there being 5,421,326 shares of Common Stock of the Company outstanding as of May 11, 2017, as set forth in the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2017, filed with the SEC on May 15, 2017).  Of such number, 684,835 shares of Common Stock are issuable upon the exercise of options that are exercisable currently or within 60 days.
 
(b)   The Reporting Person has sole voting and dispositive power over the 764,835 shares beneficially owned.
 
(c)   During the past 60 days, except as reported in Item 4 hereof, the Reporting Person has not effected any transactions in the Common Stock of the Company.
 
ITEM 6.              CONTRACTS, AGREEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS  WITH RESPECT TO SECURITIES OF THE ISSUER.
 
See Item 5 hereof with respect to options held by the Reporting Person.
 
ITEM 7.                 MATERIAL TO BE FILED AS EXHIBITS.
 
(1)
Stock Option Agreement, dated as of June 23, 2017, between BioRestorative Therapies, Inc. and Mark Weinreb
 
SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement with respect to myself is true, complete and correct.
 
 
 
 
 Dated: July 7, 2017
By:
 /s/  Mark Weinreb
   
Mark Weinreb