<SEQUENCE>1
<FILENAME>ntrp_sc13ga.txt
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Neurotrope, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
64129T207
(CUSIP Number)
December 31, 2016
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page. The information
required in the remainder of this cover page shall not be deemed to be
"filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
Page 1 of 7 Pages
<Page>
CUSIP No. 64129T207 13G/A Page 2 of 7 Pages
-----------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
Hudson Bay Capital Management, L.P.
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-----------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
0
SHARES --------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
5,771,540 shares of Common Stock (including 5,000,001
shares of Common Stock issuable upon exercise of
warrants)
OWNED BY --------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER
5,771,540 shares of Common Stock (including 5,000,001
shares of Common Stock issuable upon exercise of
warrants)
-----------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,771,540 shares of Common Stock (including 5,000,001 shares of
Common Stock issuable upon exercise of warrants)
-----------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
-----------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
2.65%
-----------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON
PN
-----------------------------------------------------------------------------
CUSIP No. 64129T207 13G/A Page 3 of 7 Pages
-----------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
Sander Gerber
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-----------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
0
SHARES --------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
5,771,540 shares of Common Stock (including 5,000,001
shares of Common Stock issuable upon exercise of
warrants)
OWNED BY --------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER
5,771,540 shares of Common Stock (including 5,000,001
shares of Common Stock issuable upon exercise of
warrants)
-----------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
5,771,540 shares of Common Stock (including 5,000,001 shares of
Common Stock issuable upon exercise of warrants)
-----------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
-----------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
2.65%
-----------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON
IN
-----------------------------------------------------------------------------
CUSIP No. 64129T207 13G/A Page 4 of 7 Pages
-----------------------------------------------------------------------------
Item 1.
(a) Name of Issuer
Neurotrope, Inc., a Nevada corporation (the "Company")
(b) Address of Issuer's Principal Executive Offices
205 East 42nd Street, 16th Floor
New York, New York 10017
Item 2(a). Name of Person Filing
This statement is filed by Hudson Bay Capital Management, L.P. (the
"Investment Manager") and Mr. Sander Gerber ("Mr. Gerber"), who are
collectively referred to herein as "Reporting Persons."
Item 2(b). Address of Principal Business Office or, if none, Residence
The address of the principal business office of each of the Reporting
Persons is:
777 Third Avenue, 30th Floor
New York, NY 10017
Item 2(c). Citizenship
Citizenship is set forth in Row (4) of the cover page for each Reporting
Person hereto and is incorporated herein by reference for each such Reporting
Person.
Item 2(d) Title of Class of Securities
Common Stock, par value $0.0001 per share (the "Common Stock")
Item 2(e) CUSIP Number
64129T207
CUSIP No. 64129T207 13G/A Page 5 of 7 Pages
-----------------------------------------------------------------------------
Item 3. If this statement is filed pursuant to ss.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) [X] An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
ss.240.13d-1(b)(1)(ii)(F);
(g) [X] A parent holding company or control person in accordance with
ss.240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings association 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 Rule 240.13d-1(b)(1)(ii)(J);
(k) [ ] Group, in accordance with Rule 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: ____
Item 4. Ownership
The information required by Items 4(a) - (c) is set forth in Rows (5)-
(11) of the cover page for each Reporting Person hereto and is incorporated
herein by reference for each such Reporting Person.
The Company's Registration Statement on Form S-1 filed with the Securities
and Exchange Commission on December 19, 2016, discloses that the total number
of outstanding shares of Common Stock as of December 7, 2016 was 212,435,016.
The percentage set forth on Row (11) of the cover page for each Reporting
Person is based on the Company's total number of outstanding shares of Common
Stock and assumes the exercise of warrants held by Hudson Bay Master Fund Ltd.
The Investment Manager, which serves as the investment manager to Hudson Bay
Master Fund Ltd., in whose name the securities reported herein are held, may
be deemed to be the beneficial owner of the shares of Common Stock and the
shares of Common Stock underlying the warrants held by Hudson Bay Master
Fund Ltd. Mr. Gerber serves as the managing member of Hudson Bay Capital
GP LLC, which is the general partner of the Investment Manager. Mr. Gerber
disclaims beneficial ownership of these securities.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following: [X]
Item 6. Ownership of More than Five Percent on Behalf of Another Person
See Item 4.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
CUSIP No. 64129T207 13G/A Page 6 of 7 Pages
-----------------------------------------------------------------------------
Item 10. Certification
By signing below each Reporting Person certifies that, to the best of his or
its knowledge and belief, the securities referred to above were acquired and
are held in the ordinary course of business and were not acquired and are not
held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose
or effect.
CUSIP No. 64129T207 13G/A Page 7 of 7 Pages
-----------------------------------------------------------------------------
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information with respect to it set
forth in this statement is true, complete, and correct.
Dated: January 30, 2017
HUDSON BAY CAPITAL MANAGEMENT, L.P.
By: /s/ Sander Gerber
Name: Sander Gerber
Title: Authorized Signatory
/s/ Sander Gerber
SANDER GERBER