Brain Scientific : Statement of Changes in Beneficial Ownership - Form 4

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. 20549STATEMENT OF CHANGES IN 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 * Cloutier Daniel Danny 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 _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O BRAIN SCIENTIFIC INC. , 6700 PROFESSIONAL PARKWAY 3. Date of Earliest Transaction (Month/Day/Year) (Street) LAKEWOOD RANCH FL 34240 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Join/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 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code 4. Securities Acquired (A) or Disposed of (D) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) 6. Ownership Form: Direct (D) or Indirect (I) 7. Nature of Indirect Beneficial Ownership Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivate Security	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	5. Number of Derivative Securities Acquired (A) or Disposed of (D)	6. Date Exercisable and Expiration Date	7. Title and Amount of Securities Underlying Derivative Security	8. Price of Derivative Security	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)	11. Nature of Indirect Beneficial Ownership
Code	V	(A)	(D)	Date Exercisable	Expriation Date	Title	Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Director	10% Owner	Officer	Other
Cloutier Daniel Danny C/O BRAIN SCIENTIFIC INC. 6700 PROFESSIONAL PARKWAY LAKEWOOD RANCH, FL34240	X

Signatures

/s/ Daniel Cloutier	2022-08-25
**Signature of Reporting Person	Date

Explanation of Responses:

(*)	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).
(1)	The options were initially issued to Mr. Cloutier pursuant to a stock option agreement, dated December 10, 2021, whereby Mr. Cloutier was issued 61,140 options to purchase shares of common stock of the Issuer with an exercise price of $0.21. On February 3, 2022, the Issuer and Mr. Cloutier entered into an amended stock option agreement (the "Amendment") whereby (i) the number of options issued to Mr. Cloutier was amended to 362,069, and (ii) the exercise price was amended to $0.29. Pursuant to the Amendment, the options shall vest and become exercisable pursuant to the following schedule: 46,623 options vested and became exercisable on December 31, 2021, 89,277 options vested and became exercisable on March 31, 2022; 90,269 options shall become exercisable on June 30,2022, 91,261 options shall become exercisable on September 30,2022; and 44,639 options shall become exercisable on December 31, 2022.
(2)	304,608 stock options (the "Options") were granted to Mr. Kukekov on August 19, 2022 (the "Date of Grant"), pursuant to the Brain Scientific 2022 Stock Incentive Plan. The Options shall vest and become exercisable on the following schedule: (i) 61,552 Options shall vest immediately, (ii) 69,444 Options shall vest on August 30, 2022, (iii) 69,444 Options shall vest on September 30, 2022, (iv) 69,444 Options shall vest on October 30, 2022, and (v) 34,724 Options shall vest on November 15, 2022.

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