Sec Form 4 Filing - Desmarais John M @ BioRestorative Therapies, Inc. - 2017-06-23

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 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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1. Name and Address of Reporting Person Desmarais John M 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 X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 230 PARK AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 06/23/2017 (Street) NEW YORK, NY10169 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Common Stock 493,398 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Option $ 4.4 ( 1 ) 12/01/2025 Common Stock 15,000 15,000 D Warrant $ 5 12/17/2015 11/17/2020 Common Stock 125,000 125,000 D Warrant $ 5 03/18/2016 03/18/2021 Common Stock 250,000 250,000 D Warrant $ 4.5 03/18/2016 12/31/2018 Common Stock 444,444 444,444 D Warrant $ 5 03/18/2016 12/31/2018 Common Stock 400,000 400,000 D Option $ 3.73 ( 2 ) 06/10/2026 Common Stock 35,000 35,000 D Warrant $ 4 06/30/2016 06/30/2021 Common Stock 40,000 40,000 I ( 3 ) Trust Warrant $ 4 09/26/2016 09/26/2021 Common Stock 80,000 80,000 D Warrant $ 4 02/10/2017 02/10/2022 Common Stock 21,731 21,731 D Warrant $ 4 03/01/2017 03/01/2022 Common Stock 16,667 16,667 D Stock Option $ 3.35 06/23/2017 A 125,000 ( 4 ) 06/23/2027 Common Stock 125,000 $ 0 125,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Desmarais John M 230 PARK AVENUE NEW YORK, NY10169 X X Signatures /s/ Fred Skolnik, by power of attorney, for John M. Desmarais 06/26/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The option vests to the extent of 5,000 shares on each of December 1, 2016, 2017 and 2018. ( 2 )The option vests to the extent of 11,667 shares on each of June 10, 2016 and June 10, 2017, and 11,666 shares on June 10, 2018. ( 3 )The warrant is held by a trust established by the Reporting Person for the benefit of his immediate family. The Reporting Person serves as a trustee of the trust. ( 4 )The option is exercisable to the extent of 41,667 shares on each of June 23, 2017 and June 23, 2018, and 41,666 shares on June 23, 2019.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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