Form: 4

Statement of changes in beneficial ownership of securities

May 29, 2015

Documents

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
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 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*
Westbury Trust
(Last) (First) (Middle)
11 VICTORIA STREET, P.O. BOX HM 1065
(Street)
HAMILTON D0 HMEX
(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)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/27/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 05/27/2015 P 14,934,578 A (1) 19,049,578 I See footnote(2)
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
Common Stock Warrants (right to buy) $0.75 05/27/2015 P 3,733,645 (3) 05/21/2020 Common Stock 3,733,645 (1) 3,733,645 I See footnote(2)
Common Stock Warrants (right to buy) $0.75 05/27/2015 J 800,000 (3) 12/31/2015 Common Stock 800,000 (1) 0 I See footnote(2)
Common Stock Warrants (right to buy) $0.75 05/27/2015 J 800,000 (3) 12/31/2017 Common Stock 800,000 (1) 800,000 I See footnote(2)
1. Name and Address of Reporting Person*
Westbury Trust
(Last) (First) (Middle)
11 VICTORIA STREET, P.O. BOX HM 1065
(Street)
HAMILTON D0 HMEX
(City) (State) (Zip)
1. Name and Address of Reporting Person*
WESTBURY BERMUDA LTD
(Last) (First) (Middle)
11 VICTORIA STREET, P.O. BOX HM 1065
(Street)
HAMILTON D0 HMEX
(City) (State) (Zip)
Explanation of Responses:
1. On May 27, 2015, Westbury (Bermuda) Ltd. ("Westbury") agreed to exchange (the "Exchange") certain notes issued by one of the wholly-owned subsidiaries of BioRestorative Therapies, Inc. (the "Issuer") and certain interest due on such notes for shares of common stock of the Issuer and warrants to purchase shares of common stock of the Issuer. Pursuant to the Exchange, Westbury received 14,934,578 shares of Issuer common stock and warrants to purchase 3,733,645 shares of Issuer common stock exercisable at $.75 per share in exchange for notes with an outstanding principal amount of $4,410,937.50 and interest due on such notes of $69,436. In addition, pursuant to the Exchange, the expiration date of warrants to purchase 800,000 shares of Issuer common stock held by Westbury was extended from December 31, 2015 to December 31, 2017.
2. These securities are directly owned by Westbury, which is 100% owned by Westbury Trust. Westbury Trust is an indirect beneficial owner of the reported securities.
3. The warrants were exercisable immediately upon issuance.
Remarks:
WESTBURY TRUST, Name: /s/ Jim Watt, Title: Trustee 05/29/2015
WESTBURY (BERMUDA) LTD., Name: /s/ Jim Watt, Title: President 05/29/2015
** 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.

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