| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 2
)*
|
Context Therapeutics Inc. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
21077P108 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
| Rule
13d-1(c) |
 Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 21077P108 |
| 1 | Names of Reporting Persons Martin Lehr | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,595,742.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 2.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
The shares over which Mr. Lehr has sole voting power and sole dispositive power consist of (i) 615,851 shares of the Issuer's common stock underlying options held directly by Mr. Lehr that are exercisable within 60 days of December 31, 2024 (the "Option Shares") and (ii) 159,701 shares of the Issuer's common stock held directly by Mr. Lehr. The shares over which Mr. Lehr has shared voting power and shared dispositive power represent shares of the Issuer's common stock held by the Martin Lehr 2000 Trust. The ownership percentage is based upon 74,998,312 shares of the Issuer's common stock outstanding as of November 4, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 6, 2024, plus the Option Shares.
SCHEDULE 13G |
| CUSIP No. | 21077P108 |
| 1 | Names of Reporting Persons Martin Lehr 2000 Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization PENNSYLVANIA | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 820,190.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 1.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
The ownership percentage is based upon 74,998,312 shares of the Issuer's common stock outstanding as of November 4, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 6, 2024.
SCHEDULE 13G |
| CUSIP No. | 21077P108 |
| 1 | Names of Reporting Persons Ellyn Lehr | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization PENNSYLVANIA | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 820,190.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 1.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
The shares over which Ms. Lehr has shared voting power and shared dispositive power represent shares of the Issuer's common stock held by the Martin Lehr 2000 Trust. The ownership percentage is based upon 74,998,312 shares of the Issuer's common stock outstanding as of November 4, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 6, 2024.
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Context Therapeutics Inc. | |
| (b) | Address of issuer's principal executive
offices: 2001 Market Street, Suite 3915, Unit #15, Philadelphia, PA, 19103 | |
| Item 2. | ||
| (a) | Name of person filing: This Schedule 13G is being filed by Martin Lehr, the Martin Lehr 2000 Trust and Ellyn Lehr. | |
| (b) | Address or principal business office or, if
none, residence: (i) Martin Lehr: 2001 Market Street, Suite 3915, Unit #15, Philadelphia, Pennsylvania 19103
(ii) Martin Lehr 2000 Trust: 2001 Market Street, Suite 3915, Unit #15, Philadelphia, Pennsylvania 19103
(iii) Ellyn Lehr: 2001 Market Street, Suite 3915, Unit #15, Philadelphia, Pennsylvania 19103 | |
| (c) | Citizenship: (i) Martin Lehr: United States
(ii) Martin Lehr 2000 Trust: Pennsylvania
(iii) Ellyn Lehr: United States | |
| (d) | Title of class of securities: Common Stock, par value $0.001 per share | |
| (e) | CUSIP No.: 21077P108 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: (i) Martin Lehr: 1,595,742 shares*
(ii) Martin Lehr 2000 Trust: 820,190 shares**
(iii) Ellyn Lehr: 820,190 shares**
* Consists of (i) 820,190 shares of the Issuer's common stock held by the Martin Lehr 2000 Trust, (ii) 615,851 shares of the Issuer's common stock underlying options held directly by Mr. Lehr that are exercisable within 60 days of December 31, 2024 (the "Option Shares") and (iii) 159,701 shares of the Issuer's common stock held directly by Mr. Lehr.
** Represents shares of the Issuer's common stock held by the Martin Lehr 2000 Trust. | |
| (b) | Percent of class: (i) Martin Lehr: 2.1%
(ii) Martin Lehr 2000 Trust: 1.1%
(iii) Ellyn Lehr: 1.1%
Based upon 74,998,312 shares of the Issuer's common stock outstanding as of November 4, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 6, 2024, plus, in the case of Mr. Lehr, the Option Shares. % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: (A) Martin Lehr: 775,552
(B) Martin Lehr 2000 Trust: 0
(C) Ellyn Lehr: 0 | ||
| (ii) Shared power to vote or to direct the
vote: (A) Martin Lehr: 820,190
(B) Martin Lehr 2000 Trust: 820,190
(C) Ellyn Lehr: 820,190 | ||
| (iii) Sole power to dispose or to direct the
disposition of: (A) Martin Lehr: 775,552
(B) Martin Lehr 2000 Trust: 0
(C) Ellyn Lehr: 0 | ||
| (iv) Shared power to dispose or to direct the
disposition of: (A) Martin Lehr: 820,190
(B) Martin Lehr 2000 Trust: 820,190
(C) Ellyn Lehr: 820,190 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
|
Ownership of 5 percent or less of a class | ||
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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