FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

SCHECHTER JONATHAN
2. Issuer Name and Ticker or Trading Symbol

Neurotrope, Inc. [ NTRP ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

C/O NEUROTROPE, INC., 1185 AVENUE OF THE AMERICAS, 3RD FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

11/24/2020
(Street)

NEW YORK, NY 10036
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (right to buy) $0.972 11/24/2020  A   80000     (1)11/24/2030 (2)Common Stock 80000 $0 80000 D  

Explanation of Responses:
(1) The shares will immediately vest and become exercisable subject to and upon consummation of (1) the merger of PM Merger Sub 1, LLC with and into Metuchen Pharmaceuticals, LLC ("Metuchen"), with Metuchen surviving as a wholly-owned subsidiary of Petros Pharmaceuticals, Inc. ("Petros") and (2) the merger of PN Merger Sub 2, Inc. with and into Neurotrope, Inc. ("Neurotrope"), with Neurotrope surviving as a wholly-owned subsidiary of Petros (together, the "Mergers").
(2) In the event the reporting person departs from the board of directors following the consummation of the Mergers, the options shall expire on the date that is one year from the date of the consummation of the Mergers.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
SCHECHTER JONATHAN
C/O NEUROTROPE, INC.
1185 AVENUE OF THE AMERICAS, 3RD FLOOR
NEW YORK, NY 10036
X



Signatures
/s/ Robert Weinstein, Attorney-in-Fact11/27/2020
**Signature of Reporting PersonDate

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