SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
DENNY GEORGE P III

(Last) (First) (Middle)
C/O BROOKLYN IMMUNOTHERAPEUTICS, INC.
140 58TH STREET, BUILDING A, SUITE 2100

(Street)
BROOKLYN NY 11220

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/25/2021
3. Issuer Name and Ticker or Trading Symbol
Brooklyn ImmunoTherapeutics, Inc. [ BTX ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 4,850,117 I By Denny Family Partners II, LLC(1)
Common Stock 34,585 I By George P. Denny III Trust 6/11/81
Common Stock 4,094 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock (2) (2) Common Stock 19,196 (2) I By George P. Denny III Trust 6/11/81
Explanation of Responses:
1. The reporting person disclaims beneficial ownership of the shares held by Denny Family Partners II, LLC except to the extent of his pecuniary interest therein.
2. The reporting person holds 71,306 shares of Series A preferred stock, which are currently convertible into 19,196 shares of common stock. The reporting person has the right at any time to convert the shares of Series A preferred stock into that number of fully paid and nonassessable shares of common stock that equals the number of shares of Series A preferred stock that are surrendered for conversion divided by the conversion rate. The conversion rate was initially 100% and is subject to adjustment as provided in the Issuer's restated certificate of incorporation, as amended. The Series A preferred stock has no expiration date.
Remarks:
Exhibit List: Exhibit 24 - Power of Attorney
/s/ Mark L. Johnson, Attorney-in-Fact for George P. Denny III 04/19/2021
** 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 5 (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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