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 *

Gurrola Sandra M
2. Issuer Name and Ticker or Trading Symbol

Brooklyn ImmunoTherapeutics, Inc. [ BTX ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Vice President of Finance
(Last)          (First)          (Middle)

C/O BROOKLYN IMMUNOTHERAPEUTICS, INC., 140 58TH STREET, BUILDING A, SUITE 2100
3. Date of Earliest Transaction (MM/DD/YYYY)

6/21/2021
(Street)

BROOKLYN, NY 11220
(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

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit  (1)6/21/2021  A   35000     (2) (2)Common Stock 35000 $0 35000 D  

Explanation of Responses:
(1) Each restricted stock unit represents a contingent right to receive one share of common stock.
(2) The option vests and becomes exercisable in four equal installments on June 21 of each of 2022, 2023, 2024 and 2025, provided they shall vest in full immediately prior to a Change in Control (as defined in Ms. Gurrola's Executive Employment Agreement, dated as of June 16, 2021 and effective as of June 21, 2021), subject to continued service through each vesting date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Gurrola Sandra M
C/O BROOKLYN IMMUNOTHERAPEUTICS, INC.
140 58TH STREET, BUILDING A, SUITE 2100
BROOKLYN, NY 11220


Vice President of Finance

Signatures
/s/ Mark L. Johnson, Attorney-in-Fact for Sandra M. Gurrola6/22/2021
**Signature of Reporting PersonDate

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