Initial Statement of Beneficial Ownership (3)
April 19 2021 - 7:25PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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
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DENNY GEORGE P III |
2. Date of Event Requiring Statement (MM/DD/YYYY)
3/25/2021
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3. Issuer Name and Ticker or Trading Symbol
Brooklyn ImmunoTherapeutics, Inc. [BTX]
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(Last)
(First)
(Middle)
C/O BROOKLYN IMMUNOTHERAPEUTICS, INC., 140 58TH STREET, BUILDING A, SUITE 2100 |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__X__ Director ___X___ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Street)
BROOKLYN, NY 11220
(City)
(State)
(Zip)
| 5. 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
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 4850117 | I | By Denny Family Partners II, LLC (1) |
Common Stock | 34585 | I | By George P. Denny III 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. 4) | 2. Date Exercisable and Expiration Date (MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Series A Preferred Stock | (2) | (2) | Common Stock | 19196 | (2) | I | By George P. Denny III Trust 6/11/81 |
Explanation of Responses: |
(1) | 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) | The reporting person holds 71,306 shares of Series A preferred stock, which are currently convertible into 19,196 shares of common stock. The reporting person has the right at any time to convert the shares of Series A preferred stock into that number of fully paid and nonassessable shares of common stock that equals the number of shares of Series A preferred stock that are surrendered for conversion divided by the conversion rate. The conversion rate was initially 100% and is subject to adjustment as provided in the Issuer's restated certificate of incorporation, as amended. The Series A preferred stock has no expiration date. |
Remarks: Exhibit List: Exhibit 24 - Power of Attorney |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
DENNY GEORGE P III C/O BROOKLYN IMMUNOTHERAPEUTICS, INC. 140 58TH STREET, BUILDING A, SUITE 2100 BROOKLYN, NY 11220 | X | X |
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Signatures
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/s/ Mark L. Johnson, Attorney-in-Fact for George P. Denny III | | 4/19/2021 |
**Signature of Reporting Person | Date |
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