BRSF Brain Scientific Inc (CE)

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 * kotob Hassan	2. Issuer Name and Ticker or Trading Symbol BRAIN SCIENTIFIC INC. [ BRSF ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    __X__ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) Chief Executive Officer
(Last)          (First)          (Middle) C/O BRAIN SCIENTIFIC INC., 125 WILBUR PLACE, SUITE 170	3. Date of Earliest Transaction (MM/DD/YYYY) 10/1/2021
(Street) BOHEMIA, NY 11716 (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	10/1/2021		A		7407934	A	(1)	7407934	I	By Hassan Kotob Revocable Trust

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
Stock Option (right to buy)	$0.35	10/1/2021		A		2502341		10/1/2021	10/1/2031	Common Stock	2502341	(2)	2502341	D
Stock Option (right to buy)	$0.39	10/21/2021		A		1218248		(3)	10/21/2031	Common Stock	1218248	$0	1218248	D

Explanation of Responses:
(1)	In connection with the closing of the transactions contemplated by the Agreement and Plan of Merger and Reorganization, dated as of June 11, 2021, by and among the Issuer, Piezo Motion Corp., a Delaware corporation ("Piezo"), and BRSF Acquisition Inc., a Delaware corporation and a wholly-owned subsidiary of the Issuer ("Merger Sub"), pursuant to which Merger Sub merged with and into Piezo (the "Merger"), with Piezo surviving as a wholly-owned subsidiary of the Issuer, these shares of common stock were received in exchange for 2,524,044 shares of common stock of Piezo.
(2)	Received in connection with the Merger as part of the Merger consideration.
(3)	The shares underlying this option vest as to 25% on 4/21/2022, with the remainder vesting in 18 equal monthly installments thereafter, beginning on 5/21/2022 and ending on 10/21/2023.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
kotob Hassan C/O BRAIN SCIENTIFIC INC. 125 WILBUR PLACE, SUITE 170 BOHEMIA, NY 11716	X	X	Chief Executive Officer

Signatures
/s/ Hassan Kotob		10/27/2021
**Signature of Reporting Person		Date