BTX Brooklyn ImmunoTherapeutics Inc

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 OF SECURITIES                                                                                   
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940                       

1. Name and Address of Reporting Person * DENNY GEORGE P III	2. Issuer Name and Ticker or Trading Symbol Brooklyn ImmunoTherapeutics, Inc. [ BTX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    __X__ 10% Owner _____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle) C/O LOCKE LORD LLP, 111 HUNTINGTON AVENUE	3. Date of Earliest Transaction (MM/DD/YYYY) 7/6/2021
(Street) BOSTON, MA 02199 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	7/6/2021		S(1)		75000	D	$16.0625 (2)	4775117	I	By Denny Family Partners II, LLC (3)
Common Stock	7/8/2021		P		1	A	$14.35	1	I	By Spouse
Common Stock	7/9/2021		P		1	A	$14.11	2	I	By Spouse
Common Stock	7/14/2021		P		1	A	$11.99	3	I	By Spouse
Common Stock								34585	I	By George P. Denny Trust 6/11/81
Common Stock								4094	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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

Explanation of Responses:
(1)	The sale by Denny Family Partners II, LLC of BTX Common Stock reported herein was matchable under Section 16(b) of the Securities Exchange Act of 1934, to the extent of 3 shares, with the purchase of 3 shares of BTX Common Stock by the reporting person's spouse, also reported herein. The reporting person has agreed to pay to BTX, upon settlement of the sale, $8.78, representing the full amount of the profit realized in connection with the short-swing transaction, less transaction costs.
(2)	The price reported in Column 4 is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $16.00 to $16.41, inclusive. The reporting person undertakes to provide to Brooklyn ImmunoTherapeutics, Inc., any security holder of Brooklyn ImmunoTherapeutics, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 2.
(3)	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.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
DENNY GEORGE P III C/O LOCKE LORD LLP 111 HUNTINGTON AVENUE BOSTON, MA 02199		X

Signatures
/s/ George P. Denny III		8/20/2021
**Signature of Reporting Person		Date