Juggernaut Partners III GP Form 4/A Petros Pharmaceuticals / JOHN D SHULMAN 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^*

SHULMAN JOHN D

(Last) (First) (Middle)

5301 WISCONSIN AVENUE, NW

SUITE 570

(Street)

WASHINGTON DC 20015

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Petros Pharmaceuticals, Inc. [ PTPI ]

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

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

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

4. If Amendment, Date of Original Filed (Month/Day/Year)
12/03/2020

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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, par value $0.0001 per share	12/01/2020		A		3,395,964(1)	A	(2)	3,395,964	I	See Footnote(3)

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

1. Name and Address of Reporting Person^*

SHULMAN JOHN D

(Last) (First) (Middle)

5301 WISCONSIN AVENUE, NW

SUITE 570

(Street)

WASHINGTON DC 20015

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Juggernaut Partners III GP, L.P.

(Last) (First) (Middle)

15301 WISCONSIN AVENUE NW

SUITE 570

(Street)

WASHINGTON DC 20015

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Juggernaut Partners III GP, Ltd.

(Last) (First) (Middle)

15301 WISCONSIN AVENUE NW

SUITE 570

(Street)

WASHINGTON DC 20015

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

METP Holdings LLC

(Last) (First) (Middle)

15301 WISCONSIN AVENUE NW

SUITE 570

(Street)

WASHINGTON DC 20015

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

JCP III SM AIV, L.P.

(Last) (First) (Middle)

15301 WISCONSIN AVENUE NW

SUITE 570

(Street)

WASHINGTON DC 20015

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Metuchen Therapeutics, LLC

(Last) (First) (Middle)

15301 WISCONSIN AVENUE NW

SUITE 570

(Street)

WASHINGTON DC 20015

(City) (State) (Zip)

Explanation of Responses:

1. This amended Form 4 is being filed to add Reporting Persons and to adjust the number of securities acquired to account for the same.

2. See Note (1) in Exhibit 99.1.

3. See Note (2) in Exhibit 99.1.

	[see signatures attached as Exhibit 99.2]	12/28/2020
	** 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.