Sec Form 4 Filing - Weinreb Mark @ BioRestorative Therapies, Inc. - 2019-03-25

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 Weinreb Mark 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 _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO and Chairman of the Board (Last) (First) (Middle) 40 MARCUS DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 03/25/2019 (Street) MELVILLE, NY11747 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 80,000 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 Stock Option $ 4.7 03/25/2019 D 4,000 12/15/2010 12/14/2020 Common Stock 4,000 ( 10 ) 0 D Stock Option $ 0.75 03/25/2019 A 4,000 12/15/2010 12/14/2020 Common Stock 4,000 ( 10 ) 4,000 D Stock Option $ 4.7 03/25/2019 D 50,000 ( 1 ) 02/09/2022 Common Stock 50,000 ( 10 ) 0 D Stock Option $ 0.75 03/25/2019 A 50,000 ( 1 ) 02/09/2022 Common Stock 50,000 ( 10 ) 50,000 D Stock Option $ 4.7 03/25/2019 D 20,000 ( 2 ) 12/07/2022 Common Stock 20,000 ( 10 ) 0 D Stock Option $ 0.75 03/25/2019 A 20,000 ( 2 ) 12/07/2022 Common Stock 20,000 ( 10 ) 20,000 D Stock Option $ 4.7 03/25/2019 D 12,500 ( 3 ) 10/04/2023 Common Stock 12,500 ( 10 ) 0 D Stock Option $ 0.75 03/25/2019 A 12,500 ( 3 ) 10/04/2023 Common Stock 12,500 ( 10 ) 12,500 D Stock Option $ 4.7 03/25/2019 D 50,000 ( 4 ) 02/18/2024 Common Stock 50,000 ( 10 ) 0 D Stock Option $ 0.75 03/25/2019 A 50,000 ( 4 ) 02/18/2024 Common Stock 50,000 ( 10 ) 50,000 D Stock Option $ 4.7 03/25/2019 D 150,000 ( 5 ) 10/23/2024 Common Stock 150,000 ( 10 ) 0 D Stock Option $ 0.75 03/25/2019 A 150,000 ( 5 ) 10/23/2024 Common Stock 150,000 ( 10 ) 150,000 D Stock Option $ 4.7 03/25/2019 D 208,000 ( 6 ) 09/04/2025 Common Stock 208,000 ( 10 ) 0 D Stock Option $ 0.75 03/25/2019 A 208,000 ( 6 ) 09/04/2025 Common Stock 208,000 ( 10 ) 208,000 D Stock Option $ 3.73 03/25/2019 D 275,000 ( 7 ) 06/10/2026 Common Stock 275,000 ( 10 ) 0 D Stock Option $ 0.75 03/25/2019 A 275,000 ( 7 ) 06/10/2026 Common Stock 275,000 ( 10 ) 275,000 D Stock Option $ 3.35 03/25/2019 D 275,000 ( 8 ) 06/23/2027 Common Stock 275,000 ( 10 ) 0 D Stock Option $ 0.75 03/25/2019 A 275,000 ( 8 ) 06/23/2027 Common Stock 275,000 ( 10 ) 275,000 D Stock Option $ 1.23 03/25/2019 D 275,000 ( 9 ) 10/29/2028 Common Stock 275,000 ( 10 ) 0 D Stock Option $ 0.75 03/25/2019 A 275,000 ( 9 ) 10/29/2028 Common Stock 275,000 ( 10 ) 275,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Weinreb Mark 40 MARCUS DRIVE MELVILLE, NY11747 X CEO and Chairman of the Board Signatures /s/ Mark Weinreb 03/25/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The option is exercisable to the extent of 16,667 shares on each of February 10, 2012 and February 10, 2013 and 16,666 shares on February 10, 2014. ( 2 )The option is exercisable to the extent of 10,000 shares on each of December 7, 2012 and December 7, 2013. ( 3 )The option is exercisable to the extent of 6,250 shares on each of October 4, 2013 and October 4, 2014. ( 4 )The option is exercisable to the extent of 16,667 shares on each of February 18, 2014 and February 18, 2015 and 16,666 shares on February 18, 2016. ( 5 )The option is exercisable to the extent of 50,000 shares on each of October 23, 2015, October 23, 2016 and October 23, 2017. ( 6 )The option is exercisable to the extent of 104,000 shares on December 22, 2015, 34,667 shares on each of September 4, 2016 and September 4, 2017, and 34,666 shares on September 4, 2018. ( 7 )The option is exercisable to the extent of 91,667 shares on each of June 10, 2016 and June 10, 2017, and 91,666 shares on June 10, 2018. ( 8 )The option is exercisable to the extent of 91,667 shares on each of June 23, 2017 and June 23, 2018, and 91,666 shares on June 23, 2019. ( 9 )The option is exercisable to the extent of 91,667 shares on each of October 29, 2018 and October 29, 2019, and 91,666 shares on October 29, 2020. ( 10 )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.

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

* 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).

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