Form: 4

Statement of changes in beneficial ownership of securities

December 23, 2015

SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Tonna Paul Jude
(Last) (First) (Middle)
69 CHICHESTER ROAD
(Street)
HUNTINGTON NY 11743
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BioRestorative Therapies, Inc. [ BRTX ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/22/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
 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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 6,000 D(1)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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
Option $5.7 (2) 06/27/2024 Common Stock 15,000 15,000 D
Warrant $15 08/01/2014 07/11/2019 Common Stock 1,400 1,400 D(1)
Warrant $15 08/01/2014 07/31/2019 Common Stock 100 100 D(1)
Option $6.6 (3) 10/23/2024 Common Stock 25,000 25,000 D
Option $7 12/22/2015(4) A 60,000 (5) 09/04/2025 Common Stock 60,000 $0 60,000 D
Explanation of Responses:
1. Owned jointly with wife.
2. The option vests to the extent of 5,000 shares on each of June 27, 2014, June 27, 2015 and June 27, 2016.
3. The option is exercisable to the extent of 8,334 shares on October 23, 2015 and 8,333 shares on each of October 23, 2016 and October 23, 2017.
4. On December 22, 2015, the stockholders of the Issuer approved amendments to the Issuer's 2010 Equity Participation Plan (the "Plan") to increase the number of shares authorized to be issued pursuant to the Plan to 2,250,000. The Reporting Person had been granted the option on September 4, 2015, subject to stockholder approval of such amendments.
5. The option is exercisable to the extent of 30,000 shares on December 22, 2015 and 10,000 shares on each of September 4, 2016, September 4, 2017 and September 4, 2018.
Remarks:
/s/ Paul Jude Tonna 12/22/2015
** Signature of Reporting Person Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.