Silverman Joshua Form 3 Neurotrope / Joshua Silverman ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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^*

Silverman Joshua

(Last)

(First)

(Middle)

C/O PARKFIELD FUNDING LLC

205 EAST 42ND STREET - 20TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/04/2016

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

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

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

5. 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 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	225,000	I	See footnote⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	2,000,000	0	I	See footnote⁽¹⁾
Series A Warrant	⁽³⁾	11/13/2020	Common Stock	2,000,000	0.8	I	See footnote⁽¹⁾
Series B Warrant	⁽⁴⁾	11/13/2016	Common Stock	2,000,000	0.8	I	See footnote⁽¹⁾
Series C Warrant	⁽⁶⁾	11/13/2020	Common Stock	2,000,000	1.25	I	See footnote⁽¹⁾
Series D Warrant	⁽⁷⁾	⁽⁷⁾	Common Stock	2,000,000	1	I	See footnote⁽¹⁾
Series E Warrant	⁽⁸⁾	⁽⁸⁾	Common Stock	2,000,000	1.5	I	See footnote⁽¹⁾
Series B Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	333,333	0	I	See footnote⁽⁵⁾
Series A Warrant	⁽³⁾	11/13/2020	Common Stock	333,333	0.8	I	See footnote⁽⁵⁾
Series B Warrant	⁽⁴⁾	11/13/2016	Common Stock	333,333	0.8	I	See footnote⁽⁵⁾
Series C Warrant	⁽⁶⁾	11/13/2020	Common Stock	333,333	1.25	I	See footnote⁽⁵⁾
Series D Warrant	⁽⁷⁾	⁽⁷⁾	Common Stock	333,333	1	I	See footnote⁽⁵⁾
Series E Warrant	⁽⁸⁾	⁽⁸⁾	Common Stock	333,333	1.5	I	See footnote⁽⁵⁾

Explanation of Responses:

1. Securities are held indirectly through Iroquois Master Fund (the "Fund"). Mr. Silverman disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

2. The Series B Preferred Stock may be converted at any time by the holder at an initial conversion ratio of one share of common stock per one one-hundredth share of Series B Preferred Stock and have no expiration date.

3. Each Series A Warrant allows the reporting person to acquire, at an exercise price of $0.60 per share with an expiration date five years from the date of issuance, one share of common stock, subject to adjustment.

4. Each Series B Warrant allows the reporting person to acquire, at an exercise price of $0.60 per share with an expiration date of one year from the date of issuance, one share of common stock, subject to adjustment.

5. Securities are held indirectly through American Capital Management, LLC ("ACM"). Mr. Silverman disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

6. Each Series C Warrant allows the reporting person to acquire, at an exercise price of $1.25 per share with an expiration date five years from the date of issuance, one share of common stock, subject to adjustment.

7. Each Series D Warrant will be exercisable only if and to the extent that the Series B Warrants are exercised and will expire on the five year anniversary of the date that the Series B Warrant is initially exercised.

8. Each Series E Warrant will be exercisable only if and to the extent that the Series C Warrants are exercised and will expire on the five year anniversary of the date that the Series C Warrant is initially exercised.

	/s/ Joshua Silverman____________	08/08/2016
	** 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 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).
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Silverman Joshua Form 3Neurotrope / Joshua Silverman ownership change