Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * DENNY GEORGE P III	2. Date of Event Requiring Statement (MM/DD/YYYY) 3/25/2021	3. Issuer Name and Ticker or Trading Symbol Brooklyn ImmunoTherapeutics, Inc. [BTX]
(Last)        (First)        (Middle) C/O BROOKLYN IMMUNOTHERAPEUTICS, INC., 140 58TH STREET, BUILDING A, SUITE 2100	4. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                          ___X___ 10% Owner _____ Officer (give title below)        _____ Other (specify below)
(Street) BROOKLYN, NY 11220       (City)              (State)              (Zip)	5. If Amendment, Date Original Filed(MM/DD/YYYY)	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	4850117	I	By Denny Family Partners II, LLC (1)
Common Stock	34585	I	By George P. Denny III Trust 6/11/81
Common Stock	4094	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: 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	19196	(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

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
DENNY GEORGE P III C/O BROOKLYN IMMUNOTHERAPEUTICS, INC. 140 58TH STREET, BUILDING A, SUITE 2100 BROOKLYN, NY 11220	X	X

Signatures
/s/ Mark L. Johnson, Attorney-in-Fact for George P. Denny III		4/19/2021
**Signature of Reporting Person		Date