Weinstein Robert Form 4 Neurotrope / ROBERT WEINSTEIN ownership change

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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

WEINSTEIN ROBERT

(Last) (First) (Middle)

C/O NEUROTROPE, INC.

1185 AVENUE OF THE AMERICAS, 3RD FLOOR

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Neurotrope, Inc. [ NTRP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2020

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	12/01/2020		D		3,953	D	(1)	0	D

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)	$32	12/01/2020		D			20,313	(2)	(2)	Common Stock	20,313	(2)	0	D
Warrant to Purchase Common Stock	$25	12/01/2020		D			1,303	(2)	(2)	Common Stock	1,303	(2)	0	D
Stock Option (right to buy)	$25.6	12/01/2020		D			3,125	(2)	(2)	Common Stock	3,125	(2)	0	D
Stock Option (right to buy)	$10.56	12/01/2020		D			7,768	(2)	(2)	Common Stock	7,768	(2)	0	D
Stock Option (right to buy)	$19.62	12/01/2020		D			18,945	(2)	(2)	Common Stock	18,945	(2)	0	D
Stock Option (right to buy)	$3.93	12/01/2020		D			25,000	(2)	(2)	Common Stock	25,000	(2)	0	D
Stock Option (right to buy)	$0.972	12/01/2020		D			135,000	(2)	(2)	Common Stock	135,000	(2)	0	D

Explanation of Responses:

1. Pursuant to the terms of the Agreement and Plan of Merger, dated as of May 17, 2020, by and among Petros Pharmaceuticals, Inc. ("Petros"), Neurotrope, Inc. ("Neurotrope"), PM Merger Sub 1, LLC, PN Merger Sub 2, Inc. and Metuchen Pharmaceuticals LLC, as amended, (the "Merger Agreement") the common stock was disposed of as follows: the reporting person received one (1) share of Petros Common Stock for every five (5) shares of Neurotrope common stock held.

2. Pursuant to the terms of the Merger Agreement, the stock options or warrants, as applicable, were disposed of as follows: the reporting person received an option or warrant, as applicable, to purchase one (1) share of Petros Common Stock for every option or warrant, as applicable, to purchase five (5) shares of Neurotrope common stock held.

Remarks:

Chief Financial Officer, Executive Vice President, Treasurer and Secretary

	/s/ Robert Weinstein	12/03/2020
	** 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 Number.