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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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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) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Common Stock Warrants (right to buy) | $ 0.75 | 05/27/2015 | P | 3,733,645 | (3) | 05/21/2020 | Common Stock | 3,733,645 | (1) | 3,733,645 | I | See footnote (2) | |||
Common Stock Warrants (right to buy) | $ 0.75 | 05/27/2015 | J | 800,000 | (3) | 12/31/2015 | Common Stock | 800,000 | (1) | 0 | I | See footnote (2) | |||
Common Stock Warrants (right to buy) | $ 0.75 | 05/27/2015 | J | 800,000 | (3) | 12/31/2017 | Common Stock | 800,000 | (1) | 800,000 | I | See footnote (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Westbury Trust 11 VICTORIA STREET, P.O. BOX HM 1065 HAMILTON, D0 HMEX |
X | |||
WESTBURY BERMUDA LTD 11 VICTORIA STREET, P.O. BOX HM 1065 HAMILTON, D0 HMEX |
X |
WESTBURY TRUST, Name: /s/ Jim Watt, Title: Trustee | 05/29/2015 | |
**Signature of Reporting Person | Date | |
WESTBURY (BERMUDA) LTD., Name: /s/ Jim Watt, Title: President | 05/29/2015 | |
**Signature of Reporting Person | Date |
* | 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) | On May 27, 2015, Westbury (Bermuda) Ltd. ("Westbury") agreed to exchange (the "Exchange") certain notes issued by one of the wholly-owned subsidiaries of BioRestorative Therapies, Inc. (the "Issuer") and certain interest due on such notes for shares of common stock of the Issuer and warrants to purchase shares of common stock of the Issuer. Pursuant to the Exchange, Westbury received 14,934,578 shares of Issuer common stock and warrants to purchase 3,733,645 shares of Issuer common stock exercisable at $.75 per share in exchange for notes with an outstanding principal amount of $4,410,937.50 and interest due on such notes of $69,436. In addition, pursuant to the Exchange, the expiration date of warrants to purchase 800,000 shares of Issuer common stock held by Westbury was extended from December 31, 2015 to December 31, 2017. |
(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. |