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Hassan kotob

Filed: 27 Oct 21, 4:03pm
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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OMB Number: 3235-0287
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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*
kotob Hassan

(Last) (First) (Middle)
C/O BRAIN SCIENTIFIC INC.
125 WILBUR PLACE, SUITE 170

(Street)
BOHEMIA NY 11716

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BRAIN SCIENTIFIC INC. [ BRSF ]
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
3. Date of Earliest Transaction (Month/Day/Year)
10/01/2021
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 10/01/2021 A 7,407,934 A (1) 7,407,934 I By Hassan Kotob Revocable Trust
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
Stock Option (right to buy) $0.35 10/01/2021 A 2,502,341 10/01/2021 10/01/2031 Common Stock 2,502,341 (2) 2,502,341 D
Stock Option (right to buy) $0.39 10/21/2021 A 1,218,248 (3) 10/21/2031 Common Stock 1,218,248 $0 1,218,248 D
Explanation of Responses:
1. In connection with the closing of the transactions contemplated by the Agreement and Plan of Merger and Reorganization, dated as of June 11, 2021, by and among the Issuer, Piezo Motion Corp., a Delaware corporation ("Piezo"), and BRSF Acquisition Inc., a Delaware corporation and a wholly-owned subsidiary of the Issuer ("Merger Sub"), pursuant to which Merger Sub merged with and into Piezo (the "Merger"), with Piezo surviving as a wholly-owned subsidiary of the Issuer, these shares of common stock were received in exchange for 2,524,044 shares of common stock of Piezo.
2. Received in connection with the Merger as part of the Merger consideration.
3. 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.
/s/ Hassan Kotob 10/27/2021
** 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 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).
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