Neurotrope, Inc.
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(Name of Issuer)
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Common Stock, $0.0001 par value
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(Title of Class of Securities)
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64129T108
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(CUSIP Number)
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CUSIP No. 64129T108
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13G
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Page 2 of 8 pages
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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E. Jeffrey Peierls
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☑
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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USA
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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695,800 (1) (2)
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6
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SHARED VOTING POWER
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1,134,000 (3)
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7
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SOLE DISPOSITIVE POWER
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695,800 (1) (2)
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8
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SHARED DISPOSITIVE POWER
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1,134,000 (3)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,829,800 (4)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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7.64%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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(1)
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Joint filing pursuant to Rule 13d-1(k)(1). This Schedule 13G is filed by E. Jeffrey Peierls. This Schedule 13G is also being filed on behalf of Brian E. Peierls. E. Jeffrey Peierls may be deemed the beneficial owner of securities held by trusts of which E. Jeffrey Peierls is an individual trustee. E. Jeffrey Peierls and Brian E. Peierls may be deemed to share indirect ownership of securities held by the Peierls Foundation, Inc., and securities held by trusts of which E. Jeffrey Peierls and Brian E. Peierls are co-trustees.
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(2)
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Includes 4,800 shares of common stock and 691,000 shares of Series A Convertible Redeemable Preferred Stock which are immediately convertible into shares of Common Stock.
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(3)
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All of these shares are shares of Series A Convertible Redeemable Preferred Stock which are immediately convertible into shares of Common Stock.
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(4)
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Includes 4,800 shares of Common Stock and 1,825,000 shares of Series A Convertible Redeemable Preferred Stock which are immediately convertible into shares of Common Stock.
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CUSIP No. 64129T108
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13G
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Page 3 of 8 pages
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Brian E. Peierls
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☑
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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USA
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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175,000 (5)
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6
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SHARED VOTING POWER
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1,134,000 (5)
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7
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SOLE DISPOSITIVE POWER
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175,000 (5)
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8
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SHARED DISPOSITIVE POWER
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1,134,000 (5)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,309,000 (5)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.58%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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(5)
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All of these shares are shares of Series A Convertible Redeemable Preferred Stock which are immediately convertible into shares of Common Stock.
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CUSIP No. 64129T108
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13G
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Page 4 of 8 pages
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(a)
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Name of Issuer
Neurotrope, Inc.
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(b)
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Address of Issuer's Principal Executive Offices
The principal executive offices are located at 50 Park Place, Suite 1401, Newark, NJ 07102.
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(a)
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Name of Person Filing
E. Jeffrey Peierls
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(b)
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Address of the Principal Office or, if none, residence
73 S. Holman Way
Golden, CO 80401
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(c)
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Citizenship
USA
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(d)
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Title of Class of Securities
Common Stock, $0.0001 par value per share
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(e)
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CUSIP Number
64129T108
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CUSIP No. 64129T108
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13G
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Page 5 of 8 pages
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(a)
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Name of Person Filing
Brian E. Peierls
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(b)
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Address of the Principal Office or, if none, residence
7808 Harvestman Cove
Austin, TX 78731
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(c)
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Citizenship
USA
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(d)
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Title of Class of Securities
Common Stock, $0.0001 par value per share
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(e)
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CUSIP Number
64129T108
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CUSIP No. 64129T108
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13G
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Page 6 of 8 pages
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(a)
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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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);
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(j)
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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(a)
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Amount beneficially owned: See Item 9 of Cover Pages.
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(b)
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Percent of class: See Item 11 of Cover Pages.
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote: See Item 5 of Cover Pages
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(ii)
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Shared power to vote or to direct the vote: See Item 6 of Cover Pages
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(iii)
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Sole power to dispose or to direct the disposition of: See Item 7 of Cover Pages
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(iv)
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Shared power to dispose or to direct the disposition of: See Item 8 of Cover Pages
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CUSIP No. 64129T108
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13G
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Page 7 of 8 pages
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.
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CUSIP No. 64129T108
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13G
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Page 8 of 8 pages
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/s/ E. Jeffrey Peierls
E. Jeffrey Peierls, Individually
/s/ Brian E. Peierls
Brian E. Peierls, Individually
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