Statement of Changes in Beneficial Ownership (4)
August 20 2021 - 1:40PM
Edgar (US Regulatory)
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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3235-0287
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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
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1. Name and Address of Reporting Person
*
DENNY GEORGE P III |
2. Issuer Name and Ticker or Trading Symbol
Brooklyn ImmunoTherapeutics, Inc.
[
BTX
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(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)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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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)
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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
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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 |
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Signatures
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/s/ George P. Denny III | | 8/20/2021 |
**Signature of Reporting Person | Date |
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