1
NTRP_sc13g.txt

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934
                               (Amendment No.  )*


                                 Neurotrope, Inc.
                                (Name of Issuer)

                      Common Stock, par value $0.0001 per share
                          (Title of Class of Securities)

                                    64129T108
                                 (CUSIP Number)

                                December 31, 2015
             (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 8 Pages




CUSIP No. 64129T108                  13G                  Page 2 of 8 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
                     5,420,820 shares of Common Stock issuable upon exercise
                     of warrants and convertible preferred stock (see Item 4)*

OWNED BY       --------------------------------------------------------------

EACH           (7)   SOLE DISPOSITIVE POWER
                     0
REPORTING      --------------------------------------------------------------

PERSON WITH:   (8)   SHARED DISPOSITIVE POWER
                     5,420,820 shares of Common Stock issuable upon exercise
                     of warrants and convertible preferred stock (see Item 4)*

-----------------------------------------------------------------------------
     (9)    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
            5,420,820 shares of Common Stock issuable upon exercise of
            warrants and convertible preferred stock (see Item 4)*

-----------------------------------------------------------------------------
     (10)   CHECK BOX IF THE AGGREGATE AMOUNT
            IN ROW (9) EXCLUDES CERTAIN SHARES
                                                                          [ ]
-----------------------------------------------------------------------------
     (11)   PERCENT OF CLASS REPRESENTED
            BY AMOUNT IN ROW (9)
            9.99% (see Item 4)*
-----------------------------------------------------------------------------
     (12)   TYPE OF REPORTING PERSON
            PN
-----------------------------------------------------------------------------

* As more fully described in Item 4, these shares of Common Stock are
issuable upon conversion of convertible preferred stock and/or upon exercise
of warrants are each subject to a 9.99% blocker and the percentage set forth
on row (11) and the number of shares of Common Stock set forth on rows (6),
(8) and (9) give effect to such blockers.




CUSIP No. 64129T108                  13G                 Page 3 of 8 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
                     5,420,820 shares of Common Stock issuable upon exercise
                     of warrants and convertible preferred stock (see Item 4)*

OWNED BY       --------------------------------------------------------------

EACH           (7)   SOLE DISPOSITIVE POWER
                     0
REPORTING      --------------------------------------------------------------

PERSON WITH:   (8)   SHARED DISPOSITIVE POWER
                     5,420,820 shares of Common Stock issuable upon exercise
                     of warrants and convertible preferred stock (see Item 4)*

-----------------------------------------------------------------------------
     (9)    AGGREGATE AMOUNT BENEFICIALLY OWNED
            BY EACH REPORTING PERSON
            5,420,820 shares of Common Stock issuable upon exercise of
            warrants and convertible preferred stock (see Item 4)*

-----------------------------------------------------------------------------
     (10)   CHECK BOX IF THE AGGREGATE AMOUNT
            IN ROW (9) EXCLUDES CERTAIN SHARES
                                                                          [ ]
-----------------------------------------------------------------------------
     (11)   PERCENT OF CLASS REPRESENTED
            BY AMOUNT IN ROW (9)
            9.99% (see Item 4)*
-----------------------------------------------------------------------------
     (12)   TYPE OF REPORTING PERSON
            IN
-----------------------------------------------------------------------------

* As more fully described in Item 4, these shares of Common Stock are
issuable upon conversion of convertible preferred stock and/or upon exercise
of warrants are each subject to a 9.99% blocker and the percentage set forth
on row (11) and the number of shares of Common Stock set forth on rows (6),
(8) and (9) give effect to such blockers.





CUSIP No. 64129T108                  13G                 Page 4 of 8 Pages
-----------------------------------------------------------------------------

Item 1.

(a)   Name of Issuer

           Neurotrope, Inc. a Delaware corporation (the "Company")

(b)   Address of Issuer's Principal Executive Offices

           50 Park Place, Suite 1401
	   Newark, NJ 07102


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

      	64129T108



CUSIP No. 64129T108                  13G                   Page 5 of 8 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 11, 2015, discloses that the total number of
outstanding shares of Common Stock as of December 9, 2015 was 48,841,649. The
percentage set forth on Row (11) and the number of shares of Common Stock set
forth on rows (6), (8) and (9) of the cover page for each Reporting Person are
based on the Company's total number of outstanding shares of Common Stock and
assume the conversion of the convertible preferred stock and exercise of the
warrants (the "Securities"), subject to the 9.99% Blockers (as defined below).

Pursuant to the terms of the Securities, the Reporting Persons cannot convert
or exercise the Securities if the Reporting Persons would beneficially own,
after such conversion or exercise, more than 9.99% of the outstanding shares of
Common Stock (the "9.99% Blockers") and the percentage set forth on Row (11)
and the number of shares of Common Stock set forth on rows (6), (8) and (9) of
the cover page for each Reporting Person gives effect to the 9.99% Blockers.
Consequently, at this time, the Reporting Persons are not able to convert or
exercise all of the Securities due to the 9.99% Blockers.

The Investment Manager, which serves as the investment manager to Hudson Bay
Master Fund Ltd., in whose name the Securities are held, may be deemed to be
the beneficial owner of all shares of Common Stock, subject to the 9.99%
Blockers, underlying the convertible preferred stock and 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

      Not applicable.

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. 64129T108                  13G                   Page 6 of 8 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. 64129T108                   13G                  Page 7 of 8 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: February 8, 2016


HUDSON BAY CAPITAL MANAGEMENT, L.P.

By: /s/ Sander Gerber
Name:	Sander Gerber
Title: Authorized Signatory



/s/ Sander Gerber
SANDER GERBER



CUSIP No. 64129T108                   13G                  Page 8 of 8 Pages
-----------------------------------------------------------------------------

EXHIBIT I

                             JOINT FILING AGREEMENT

This will confirm the agreement by and among the undersigned that the
Schedule 13G filed with the Securities and Exchange Commission on or about
the date hereof with respect to the beneficial ownership by the undersigned
of the Common Stock, par value $0.0001 per share of Neurotrope, Inc. is being
filed, and all amendments thereto will be filed, on behalf of each of the
persons and entities named below in accordance with Rule 13d-1(k) under the
Securities Exchange Act of 1934, as amended. This Agreement may be executed in
two or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.

Dated: February 8, 2016

HUDSON BAY CAPITAL MANAGEMENT, L.P.

By: /s/ Sander Gerber
Name:	Sander Gerber
Title: Authorized Signatory



/s/ Sander Gerber
SANDER GERBER