Ownership Submission
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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Desmarais John M
   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 __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
230 PARK AVENUE		 3. Date of Earliest Transaction (Month/Day/Year)
11/17/2017
(Street)

NEW YORK, NY 10169		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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               493,398 D  

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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 Underlying Securities
(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
Option $ 4.4               (1) 12/01/2025 Common Stock 15,000   15,000 D  
Warrant $ 5 11/17/2017   D     125,000 12/17/2015 11/17/2020 Common Stock 125,000 (5) 0 D  
Warrant $ 4 11/17/2017   A   125,000   12/17/2015 11/17/2020 Common Stock 125,000 (5) 125,000 D  
Warrant $ 5 11/17/2017   D     250,000 03/18/2016 03/18/2021 Common Stock 250,000 (5) 0 D  
Warrant $ 4 11/17/2017   A   250,000   03/18/2016 03/18/2021 Common Stock 250,000 (5) 250,000 D  
Warrant $ 4.5 11/17/2017   D     444,444 03/18/2016 12/31/2018 Common Stock 444,444 (5) 0 D  
Warrant $ 4 11/17/2017   A   444,444   03/18/2016 12/31/2018 Common Stock 444,444 (5) 444,444 D  
Warrant $ 5 11/17/2017   D     400,000 03/18/2016 12/31/2018 Common Stock 400,000 (5) 0 D  
Warrant $ 4 11/17/2017   A   400,000   03/18/2016 12/31/2018 Common Stock 400,000 (5) 400,000 D  
Option $ 3.73               (2) 06/10/2026 Common Stock 35,000   35,000 D  
Warrant $ 4             06/30/2016 06/30/2021 Common Stock 40,000   40,000 I (3) Trust
Warrant $ 4             09/26/2016 09/26/2021 Common Stock 80,000   80,000 D  
Warrant $ 4             02/10/2017 02/10/2022 Common Stock 21,731   21,731 D  
Warrant $ 4             03/01/2017 03/01/2022 Common Stock 16,667   16,667 D  
Stock Option $ 3.35               (4) 06/23/2027 Common Stock 125,000   125,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Desmarais John M
230 PARK AVENUE
NEW YORK, NY 10169		   X   X    

Signatures

 /s/ Fred Skolnik, by power of attorney, for John M. Desmarais   11/17/2017
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The option vests to the extent of 5,000 shares on each of December 1, 2016, 2017 and 2018.
(2) The option vests to the extent of 11,667 shares on each of June 10, 2016 and June 10, 2017, and 11,666 shares on June 10, 2018.
(3) The warrant is held by a trust established by the Reporting Person for the benefit of his immediate family. The Reporting Person serves as a trustee of the trust.
(4) The option is exercisable to the extent of 41,667 shares on each of June 23, 2017 and June 23, 2018, and 41,666 shares on June 23, 2019.
(5) The reported transactions involved an amendment of an outstanding warrant resulting in the deemed cancellation of the "old" warrant and the grant of a "replacement" warrant at a reduced exercise price.

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