Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G*
Under the Securities Exchange Act of 1934
Brooklyn ImmunoTherapeutics, Inc.
(Name of Issuer)
Common stock, par value $0.005 per share
(Title of Class of Securities)
114082100
(CUSIP Number)
March 25, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * |
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 the
disclosures provided in a prior cover page.
|
The information required in 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 or otherwise subject to the liabilities of that
section of such Act but shall be subject to all other provisions of such Act.
|
CUSIP No. 114082100
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
George P. Denny III
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☐
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
United States
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
4,094
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
4,903,898(1)
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
4,094
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
4,903,898(1)
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
4,907,992(1)
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
11.8%(2)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
IN
|
|
|
|||
|
|
|
||||
| (1) |
Comprised of (i) 4,850,117 shares of Common Stock held by Denny Family Partners II, LLC, (ii) 34,585 shares of Common Stock held by George P. Denny III Trust 6/11/81 and (iii) shares of Series A convertible preferred stock convertible into
19,196 shares of Common Stock held by George P. Denny III Trust 6/11/81. The reporting person disclaims beneficial ownership of the shares held by Denny Family Partners II, LLC except to the extent of his pecuniary interest therein.
|
| (2) |
Calculated based on 41,562,072 shares of Common Stock outstanding as of April 29, 2021, as reported in the Issuer’s Registration Statement on Form S-1, as filed with the Securities and Exchange
Commission on April 30, 2021.
|
- 2 -
| Item 1(a). |
Name of Issuer:
|
Brooklyn ImmunoTherapeutics, Inc.
| Item 1(b). |
Address of Issuer’s Principal Executive Offices:
|
140 58th Street, Building A, Suite 2100
Brooklyn, New York 11220.
| Item 2(a). |
Name of Person Filing:
|
This Schedule 13G is filed by George P. Denny III.
| Item 2(b). |
Address of Principal Business Office or, if None, Residence:
|
The address of the principal business office of the Reporting Person is:
PO Box 130130
Boston, MA 02113
| Item 2(c). |
Citizenship:
|
The Reporting Person is a citizen of the United States.
| Item 2(d). |
Title of Class of Securities:
|
Common stock, par value $0.005 per share.
| Item 2(e). |
CUSIP Number:
|
114082100
| Item 3. |
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
|
Not applicable.
| Item 4. |
Ownership.
|
(a)-(c)
The information contained in Item 5 through and including Item 11 on the cover page of this Schedule 13G, including the footnotes thereto, is incorporated by reference in this Item 4. Mr. Denny
disclaims beneficial ownership of the securities held by Denny Family Partners II, LLC.
The percentage ownership is based upon based on 41,562,072 shares of Common Stock outstanding as of April 29, 2021, as reported in the Issuer’s Registration Statement on Form S-1, as filed with the
Securities and Exchange Commission on April 30, 2021.
| Item 5. |
Ownership of Five Percent or Less of a Class.
|
Not applicable.
- 3 -
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person.
|
Not applicable.
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
|
Not applicable.
| Item 8. |
Identification and Classification of Members of the Group.
|
Not applicable.
| Item 9. |
Notice of Dissolution of Group.
|
Not applicable.
| Item 10. |
Certifications.
|
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect,
other than activities solely in connection with a nomination under § 240.14a-11.
- 4 -
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
Dated: May 13, 2021
|
|
|
George P. Denny III
|
|
|
/s/ George P. Denny III
|
- 5 -