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 * Mehta Vimal 2. Issuer Name and Ticker or Trading Symbol BioXcel Therapeutics, Inc. [ BTAI ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
CEO, President and Secretary
(Last)         (First)         (Middle)
C/O BIOXCEL THERAPEUTICS, INC.,, 555 LONG WHARF DRIVE
3. Date of Earliest Transaction (MM/DD/YYYY)
3/12/2018
(Street)
NEW HAVEN, CT 06511
(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  3/12/2018    P    2000  A $11.00  2000  I  By Spouse 
Common Stock  7/24/2020    J(1)(2)    160000  D $60.76  9020000 (1)(2) I  See footnotes (1)(2)
Common Stock  7/24/2020    J(3)    80000  A $60.76  80000  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)  These securities are held of record by BioXcel LLC. BioXcel LLC is a subsidiary of BioXcel Holdings, Inc. ("Parent"). The Reporting Person is a manager and officer of BioXcel LLC and is a director, officer and stockholder of Parent. On the transaction date, BioXcel LLC distributed 160,000 shares of the Issuer's common stock to Parent, which in turn distributed 80,000 of such shares to the Reporting Person in return for the cancellation of a proportional number of shares in Parent owned by the Reporting Person. The remaining 80,000 shares of Issuer's common stock were distributed to a different stockholder of Parent in return for the cancellation of a proportional number of shares in Parent held by such other stockholder.
(2)  By virtue of these relationships, the Reporting Person may be deemed to be the beneficial owner of the securities held of record by BioXcel LLC. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for the purpose of Section 16 or for any other purpose.
(3)  See footnote (1) These securities were acquired as the result of the distribution of the Issuer's common stock by Parent to the Reporting Person in return for the cancellation of a proportional number of shares owned in Parent owned by the Reporting Person.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Mehta Vimal
C/O BIOXCEL THERAPEUTICS, INC.,
555 LONG WHARF DRIVE
NEW HAVEN, CT 06511
X
CEO, President and Secretary

Signatures
/s/ Richard Steinhart, as Attorney in Fact for Vimal Mehta 2/16/2021
**Signature of Reporting Person Date