SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* WEINSTEIN ROBERT (Last) (First) (Middle) 50 PARK PLACE SUITE 1401 (Street) NEWARK NJ 07102 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Neurotrope, Inc. [ NTRP ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) See Remarks
	3. Date of Earliest Transaction (Month/Day/Year) 11/13/2015
	4. If Amendment, Date of Original Filed (Month/Day/Year)	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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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 Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Preferred Stock	$0	11/13/2015		P		416.67		(2)	(2)	Common Stock	41,667	(1)	41,667	D
Series A Warrant	$0.8	11/13/2015		P		41,667		(3)	11/13/2020	Common Stock	41,667	(1)	41,667	D
Series B Warrant	$0.8	11/13/2015		P		41,667		(4)	11/13/2016	Common Stock	41,667	(1)	41,667	D
Series C Warrant	$1.25	11/13/2015		P		41,667		(5)	11/13/2020	Common Stock	41,667	(1)	41,667	D
Series D Warrant	$1	11/13/2015		P		41,667		(6)	(6)	Common Stock	41,667	(1)	41,667	D
Series E Warrant	$1.5	11/13/2015		P		41,667		(7)	(7)	Common Stock	41,667	(1)	41,667	D

Explanation of Responses:

1. The 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.

2. 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.

3. Each 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.

4. Each 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.

5. Each 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.

6. Each 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.

7. Each 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.

Remarks:

Chief Financial Officer, Executive Vice President, Treasurer and Secretary

	/s/ Robert Weinstein	11/17/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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