SEC FORM 4

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^*

RUBENSTEIN BARRY

(Last)

(First)

(Middle)

80 CUTTERMILL ROAD, SUITE 302

(Street)

GREAT NECK

11021

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Neuro-Hitech, Inc. [ NHPI.OB ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/25/2007

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/14/2007		P		25,000	A	⁽¹⁾	25,000	I⁽²⁾	By BRMR, LLC⁽³⁾
Common Stock	12/14/2007		P		37,500	A	⁽¹⁾	37,500	I⁽²⁾	By Seneca Ventures⁽³⁾
Common Stock	09/25/2007		J		3,100	A	⁽⁴⁾	445,386	I⁽²⁾	By Wheatley MedTech Partners⁽³⁾
Common Stock	12/14/2007		P		100,000	A	⁽¹⁾	545,386	I⁽²⁾	By Wheatley MedTech Partners⁽³⁾
Common Stock	12/14/2007		J		26,340	A	⁽⁵⁾	571,726	I⁽²⁾	By Wheatley MedTech Partners⁽³⁾
Common Stock	09/25/2007		J		4,680	A	⁽⁴⁾	619,495	I⁽²⁾	By Wheatley New York Partners⁽³⁾
Common Stock	12/14/2007		P		150,000	A	⁽¹⁾	769,495	I⁽²⁾	By Wheatley New York Partners⁽³⁾
Common Stock	12/14/2007		J		17,560	A	⁽⁵⁾	787,055	I⁽²⁾	By Wheatley New York Partners⁽³⁾
Common Stock	12/14/2007		P		50,000	A	⁽¹⁾	50,000	I⁽²⁾	By Woodland Venture⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrants to purchase common stock	⁽⁶⁾	12/14/2007		P		12,500		12/14/2007	12/14/2012	Common Stock	12,500	⁽¹⁾	12,500	I⁽²⁾	By BRMR, LLC⁽³⁾
Warrants to purchase common stock	⁽⁶⁾	12/14/2007		P		18,750		12/14/2007	12/14/2012	Common Stock	18,750	⁽¹⁾	18,750	I⁽²⁾	By Seneca Ventures⁽³⁾
Warrants to purchase common stock	⁽⁶⁾	12/14/2007		P		50,000		12/14/2007	12/14/2012	Common Stock	50,000	⁽¹⁾	50,000	I⁽²⁾	By Wheatley MedTech Partners⁽³⁾
Warrants to purchase common stock	⁽⁶⁾	12/14/2007		P		75,000		12/14/2007	12/14/2012	Common Stock	75,000	⁽¹⁾	75,000	I⁽²⁾	By Wheatley New York Partners⁽³⁾
Warrants to purchase common stock	⁽⁶⁾	12/14/2007		P		25,000		12/14/2007	12/14/2012	Common Stock	25,000	⁽¹⁾	25,000	I⁽²⁾	By Woodland Venture⁽³⁾

1. Name and Address of Reporting Person^*

RUBENSTEIN BARRY

(Last)

(First)

(Middle)

80 CUTTERMILL ROAD, SUITE 302

(Street)

GREAT NECK

11021

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

LIEBER IRWIN

(Last)

(First)

(Middle)

80 CUTTERMILL ROAD, SUITE 302

(Street)

GREAT NECK

11021

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

FINGERHUT BARRY K

(Last)

(First)

(Middle)

80 CUTTERMILL ROAD, SUITE 302

(Street)

GREAT NECK

11021

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

LIEBER SETH

(Last)

(First)

(Middle)

80 CUTTERMILL ROAD, SUITE 302

(Street)

GREAT NECK

11021

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

LIEBER JONATHAN

(Last)

(First)

(Middle)

80 CUTTERMILL ROAD, SUITE 302

(Street)

GREAT NECK

11021

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. The reported securities were purchased from the Issuer on December 14, 2007 as part of a sale by the Issuer of units for $4 per unit. Each unit consisted of one share of common stock and one warrant to purchase 0.5 of a share of common stock.

2. This report is filed jointly by Barry Rubenstein, Irwin Lieber, Barry K. Fingerhut, Seth Lieber and Jonathan Lieber, all of whom may be deemed to be beneficial owners of more than 10% of the outstanding common stock of the Issuer as described in footnote (3) below.

3. Messrs. Rubenstein, Lieber, Fingerhut, Lieber and Lieber are members of the general partner of each of Wheatley MedTech Partners, L.P. and Wheatley New York Partners LP. Mr. Rubenstein is also a general partner of each of Woodland Venture Fund and Seneca Ventures, and the Chief Executive Officer and a member of BRMR, LLC. Messrs. Rubenstein, Lieber, Fingerhut, Lieber and Lieber disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.

4. The securities were acquired as liquidated damages for the Issuer's failure to timely file a registration statement registering a portion of Wheatley MedTech Partners L.P.'s and Wheatley New York Partners LP's shares.

5. The securities were acquired pursuant to certain anti-dilution protections provided to Wheatley MedTech Partners, L.P. and Wheatley New York Partners LP in a prior private offering.

6. The exercise price is $7.00 per share unless the warrants are exercised prior to the later of (i) April 30, 2008 or (ii) thirty days after a registration statement registering the shares of common stock underlying the warrants is declared effective by the Securities and Exchange Commission, in which case the exercise price will be $5.00 per share.

	/s/ RUBENSTEIN, BARRY	12/21/2007
	/s/ LIEBER, IRWIN	12/21/2007
	/s/ FINGERHUT, BARRY K.	12/21/2007
	/s/ LIEBER, SETH	12/21/2007
	/s/ LIEBER, JONATHAN	12/21/2007
	** 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.