SC 13G/A 1 sc13g0217a1brio_neurotrope.htm AMENDMENT NO. 1 TO SCHEDULE 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13G

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 1)

 

NEUROTROPE, INC.

(Name of Issuer)

 

COMMON STOCK, PAR VALUE $0.0001

(Title of Class of Securities)

 

64129T108

(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:

 

   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 disclosures provided in a prior cover page.

 

The information required on 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).

 

 

 

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CUSIP No.   64129T108

 

1.  

Names of Reporting Persons

 

Brio Capital Master Fund Ltd. 

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

 

Cayman Islands

Number of Shares

Beneficially Owned

By Each Reporting

Person With:

5.

Sole Voting Power

 

80,800 shares of common stock

6.

Shared Voting Power

 

0

7.

Sole Dispositive Power

 

80,800 shares of common stock 

8.

Shared Dispositive Power

 

0

9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

80,800 shares of common stock

10.  

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares         ☐

 

11.  

Percent of Class Represented by Amount in Row (9)

 

1.20% 

12.  

Type of Reporting Person (See Instructions)

 

CO 

 

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Item 1(a). Name of Issuer
   
  Neurotrope, Inc.
   
Item 1(b). Address of the Issuer’s Principal Executive Offices
   
  50 Park Place, Suite 1401, Newark, NJ  07102
   
Item 2(a). Names of Person Filing
   
  Brio Capital Master Fund Ltd.

 

Item 2(b). Address of the Principal Business Office, or if none, Residence:
   
  c/o Brio Capital Management LLC, 100 Merrick Road, Suite 401 W. Rockville Center, NY 11570.
   
Item 2(c). Citizenship
   
  Cayman Islands

 

Item 2(d). Title of Class of Securities
   
  Common Stock, $0.0001 par value per share.
   
Item 2(e). CUSIP Number
   
  64129T108
   
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

  

  (a)  Broker or Dealer registered under Section 15 of the Exchange Act.
     
  (b) Bank as defined in Section 3(a)(b) or the Exchange Act.
     
  (c) Insurance company as defined in Section 3(a)(19) of the Exchange Act.
     
  (d) Investment company registered under Section 8 of the Investment Company Act.

 

  (e) An Investment adviser in accordance with Rule 13d-1 (b)(1)(ii)(e).
     
  (f)  An employee benefit plan or endowment fund in accordance with Rule 13d 1(b)(1)(ii)(f).
     
  (g) A Parent Holding Company or control person in accordance with Rule 13d 1(b)(1)(ii)(g).
     
  (h) A Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act.
     
 

(i) A Church Plan that is excluded from the definition of an investment company under Section 3 (c)(14) of the Investment Company Act.

     
  (j)  Group, in accordance with Rule 13d-1 (b)(1)(ii)(j).
     
    Not applicable

 

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Item 4.

Ownership

   
  The information required by Items 4(a)-(c) is set forth in Rows 5-11 of the Cover Page and is incorporated herein by reference.
   
Item 5. Ownership of Five Percent or Less of a Class
   
  The Reporting Person beneficially owns less than 5% of the outstanding shares.
   
Item 6. Ownership of More than Five 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

   
  Not Applicable
   
Item 8. Identification and Classification of Members of the Group
   
  Not Applicable
   
Item 9. Notice of Dissolution of Group
   
  Not Applicable
   
Item 10. Certification
   
  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, other than activities solely in connection with a nomination under § 240.14a-11.

 

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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.

 

DATE:   February 3, 2017

 

 

Brio Capital Master Fund Ltd.,
a Cayman Islands Exempted Company

     
  By: By: Brio Capital Management LLC,
its Investment Manager
     
  By: /s/ Shaye Hirsch
  Name: Shaye Hirsch
  Title: Managing Member

 

Attention:  Intentional misstatements or omissions of fact constitute Federal criminal violations

(See 18 U.S.C. 1001)

 

 

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