SEC Form 4 · accession 0001144204-15-066402
Neurotrope, Inc. · NTRP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John H Abeles
10% Owner
Period of report
Nov 13, 2015
Accepted (ET)
Nov 17, 2015 · 3:37 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001513856
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series B Preferred StockF1,F8,F2 | $0.00 | Nov 13, 2015 | P | 2,083 | A | — | — | Common Stock | 208,334 | 208,334 | I |
| Series A WarrantF1,F8,F3 | $0.80 | Nov 13, 2015 | P | 208,334 | A | — | Nov 13, 2020 | Common Stock | 208,334 | 208,334 | I |
| Series B WarrantF1,F8,F4 | $0.80 | Nov 13, 2015 | P | 208,334 | A | — | Nov 13, 2016 | Common Stock | 208,334 | 208,334 | I |
| Series C WarrantF1,F8,F5 | $1.25 | Nov 13, 2015 | P | 208,334 | A | — | Nov 13, 2020 | Common Stock | 208,334 | 208,334 | I |
| Series D WarrantF1,F8,F6 | $1.00 | Nov 13, 2015 | P | 208,334 | A | — | — | Common Stock | 208,334 | 208,334 | I |
| Series E WarrantF1,F8,F7 | $1.50 | Nov 13, 2015 | P | 208,334 | A | — | — | Common Stock | 208,334 | 208,334 | I |
| Series B Preferred StockF9 | $0.00 | Nov 13, 2015 | A | 1,667 | A | — | — | Common Stock | 166,667 | 166,667 | D |
| Series A WarrantF10 | $0.80 | Nov 13, 2015 | A | 166,667 | A | — | Nov 13, 2020 | Common Stock | 166,667 | 166,667 | D |
| Series B WarrantF11 | $0.80 | Nov 13, 2015 | A | 166,667 | A | — | Nov 13, 2016 | Common Stock | 166,667 | 166,667 | D |
| Series C WarrantF12 | $1.25 | Nov 13, 2015 | A | 166,667 | A | — | Nov 13, 2020 | Common Stock | 166,667 | 166,667 | D |
| Series D WarrantF13 | $1.00 | Nov 13, 2015 | A | 166,667 | A | — | — | Common Stock | 166,667 | 166,667 | D |
| Series E WarrantF14 | $1.50 | Nov 13, 2015 | A | 166,667 | A | — | — | Common Stock | 166,667 | 166,667 | D |
Explanation of responses
- F1The reported securities are included within units with a purchase price of $0.60 per unit, each unit consisting of one one-hundredth of a share of Series B Preferred Stock, one Series A Warrant, one Series B Warrant, one Series C Warrant, one Series D Warrant and one Series E Warrant.
- F10Each Series A Warrant allows the reporting person to acquire, at an exercise price of $0.80 per share with an expiration date five years from the date of issuance, one share of Common Stock subject to adjustment. These securities are restricted, and such restrictions shall lapse with respect to 15,000 Series B Shares and a corresponding portion of the Warrants on a monthly basis, for services performed in the preceding month by Dr. Abeles.
- F11Each Series B Warrant allows the reporting person to acquire, at an exercise price of $0.80 per share with an expiration date of one year from the date of issuance, one share of Common Stock subject to adjustment. These securities are restricted, and such restrictions shall lapse with respect to 15,000 Series B Shares and a corresponding portion of the Warrants on a monthly basis, for services performed in the preceding month by Dr. Abeles.
- F12Each Series C Warrant allows the reporting person to acquire, at an exercise price of $1.25 per share with an expiration date of five years from the date of issuance, one share of Common Stock subject to adjustment. These securities are restricted, and such restrictions shall lapse with respect to 15,000 Series B Shares and a corresponding portion of the Warrants on a monthly basis, for services performed in the preceding month by Dr. Abeles.
- F13Each Series D Warrant will be exercisable only if and to the extent that the Series B Warrants are exercised and will expire on the five year anniversary of the date that the Series B Warrant is initially exercised. These securities are restricted, and such restrictions shall lapse with respect to 15,000 Series B Shares and a corresponding portion of the Warrants on a monthly basis, for services performed in the preceding month by Dr. Abeles.
- F14Each Series E Warrant will be exercisable only if and to the extent that the Series C Warrants are exercised and will expire on the five year anniversary of the date that the Series C Warrant is initially exercised. These securities are restricted, and such restrictions shall lapse with respect to 15,000 Series B Shares and a corresponding portion of the Warrants on a monthly basis, for services performed in the preceding month by Dr. Abeles.
- F2The Series B Preferred Stock may be converted at any time by the holder at an initial conversion ratio of one share of Common Stock per one one-hundredth share of Series B Preferred Stock and have no expiration date.
- F3Each Series A Warrant allows the reporting person to acquire, at an exercise price of $0.80 per share with an expiration date five years from the date of issuance, one share of Common Stock subject to adjustment.
- F4Each Series B Warrant allows the reporting person to acquire, at an exercise price of $0.80 per share with an expiration date of one year from the date of issuance, one share of Common Stock subject to adjustment.
- F5Each Series C Warrant allows the reporting person to acquire, at an exercise price of $1.25 per share with an expiration date of five years from the date of issuance, one share of Common Stock subject to adjustment.
- F6Each Series D Warrant will be exercisable only if and to the extent that the Series B Warrants are exercised and will expire on the five year anniversary of the date that the Series B Warrant is initially exercised.
- F7Each Series E Warrant will be exercisable only if and to the extent that the Series C Warrants are exercised and will expire on the five year anniversary of the date that the Series C Warrant is initially exercised.
- F8Shares held by Northlea Partners, LLLP. The reporting person is the Managing Member of Northlea Partners, LLLP and has sole voting and investment power over the shares owned by Northlea Partners, LLLP.
- F9These securities are restricted, and such restrictions shall lapse with respect to 15,000 Series B Shares and a corresponding portion of the Warrants on a monthly basis, for services performed in the preceding month by Dr. Abeles. Once the restricted stock vests, the Series B Preferred Stock may be converted at any time by the holder at an initial conversion ratio of one share of Common Stock per one one-hundredth share of Series B Preferred Stock and have no expiration date.