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 *

Sidhu Roger
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)
See Remarks
(Last)          (First)          (Middle)

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

9/20/2021
(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
Stock Option $9.96 9/20/2021  A   161300     (1)9/20/2031 Common Stock 161300 $0 161300 D  
Restricted Stock Unit  (2)9/20/2021  A   80650     (3)9/20/2031 Common Stock 80650 $0 80650 D  

Explanation of Responses:
(1) The option vests and becomes exercisable over four years, with twenty-five percent of the shares covered thereby vesting on September 20, 2022, and 1/36 of the remaining shares covered thereby vesting on the twentieth day of each calendar month from October 2022 through September 20, 2025, subject to continued service through each vesting date.
(2) Each restricted stock unit represents a contingent right to receive one share of common stock.
(3) The RSU Grant vests and becomes exercisable in four equal installments on September 20 of each of 2022, 2023, 2024 and 2025, provided that it shall vest in full immediately prior to a change in control (as defined in Dr. Sidhu's Executive Employment Agreement, effective September 20, 2021), subject to continued service through each vesting date.

Remarks:
Chief Medical Officer

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


See Remarks

Signatures
/s/Bella Zaslavsky, Attorney-in-Fact for Roger Sidhu9/22/2021
**Signature of Reporting PersonDate

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