Amended Statement of Changes in Beneficial Ownership (4/a)
18 2월 2022 - 11:02PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
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1. Name and Address of Reporting Person
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Kotob Hassan |
2. Issuer Name and Ticker or Trading Symbol
BRAIN SCIENTIFIC INC.
[
BRSF
]
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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., 6700 PROFESSIONAL PARKWAY |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/10/2021 |
(Street)
LAKEWOOD RANCH, FL 34240
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
12/15/2021 |
6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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) | $0.39 | 12/10/2021 | | D (1) | | | 1218248 | (2) | 10/21/2031 | Common Stock | 1218248 | (1) | 0 | D | |
Stock Option (right to buy) | $0.21 | 12/10/2021 | | A (1) | | 1218248 | | (3) | 10/21/2031 | Common Stock | 1218248 | (1) | 1218248 | D | |
Explanation of Responses: |
(1) | The reporting person agreed to an amendment to an outstanding option granted to him on October 21, 2021, which resulted in the deemed disposition of the old option in exchange for a new option having a lower exercise price. |
(2) | 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. |
(3) | The shares underlying this option vest in four equal quarterly installments beginning on 3/31/2022 and ending on 12/31/2022. |
Remarks: This amended Form 4 is being filed to add the amendment to the outstanding option as described herein. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Kotob Hassan C/O BRAIN SCIENTIFIC INC. 6700 PROFESSIONAL PARKWAY LAKEWOOD RANCH, FL 34240 | X | X | Chief Executive Officer |
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Signatures
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/s/ Hassan Kotob | | 2/18/2022 |
**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 control number. |
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