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Filing Details

Accession Number:: 0001842952-24-000003
Form Type:: 13G Filing
Publication Date:: 2024-02-06 19:00:00

Filed By:: Lehr Martin A.
Company:: Context Therapeutics Inc.
Filing Date:: 2024-02-07
SEC Url:: 13G Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Sole Voting Power	Shared Voting Power	Sole Dispositive Power	Shared Dispositive Power	Aggregate Amount Owned Power	Percent of Class
Martin Lehr	632,276	820,190	632,276	820,190	1,452,466	8.8%
Martin Lehr	0	820,190	0	820,190	820,190	5.1%
Ellyn Lehr	0	820,190	0	820,190	820,190	5.1%

Filing



			UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

			SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)*
			Context Therapeutics Inc.
			(Name of Issuer) Common Stock, par value $0.001 per share
			(Title of Class of Securities) 21077P108
			(CUSIP Number) December 31, 2023
			(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 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).

(continued on the following pages)


CUSIP No. 21077P108			13G


1	NAMES OF REPORTING PERSONS Martin Lehr
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 United States
NUMBER OF		5	SOLE VOTING POWER 632,276 (1)
SHARES BENEFICIALLY OWNED BY		6	SHARED VOTING POWER 820,190 (2)
EACH REPORTING PERSON		7	SOLE DISPOSITIVE POWER 632,276 (1)
WITH:		8	SHARED DISPOSITIVE POWER 820,190 (2)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,452,466 (1)(2)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐ N/A
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.8% (1)(2)(3)
12	TYPE OF REPORTING PERSON(See Instructions) IN

________

(1) Consists of (i) 472,575 shares of the Issuer’s common stock underlying options held directly by Mr. Lehr that are exercisable within 60 days of December 31, 2023 (the “Option Shares”) and (ii) 159,701 shares of the Issuer’s common stock held directly by Mr. Lehr.

(2) Represents shares of the Issuer’s common stock held by the Martin Lehr 2000 Trust.

(3) Based upon 15,966,053 shares of the Issuer’s common stock outstanding as of November 6, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2023, plus the Option Shares.


CUSIP No. 21077P108			13G


1	NAMES OF REPORTING PERSONS Martin Lehr 2000 Trust
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 Pennsylvania
NUMBER OF		5	SOLE VOTING POWER 0
SHARES BENEFICIALLY OWNED BY		6	SHARED VOTING POWER 820,190
EACH REPORTING PERSON		7	SOLE DISPOSITIVE POWER 0
WITH:		8	SHARED DISPOSITIVE POWER 820,190
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 820,190
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐ N/A
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.1% (1)
12	TYPE OF REPORTING PERSON(See Instructions) OO

________

(1) Based upon 15,966,053 shares of the Issuer’s common stock outstanding as of November 6, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2023.


CUSIP No. 21077P108			13G


1	NAMES OF REPORTING PERSONS Ellyn Lehr
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 Pennsylvania
NUMBER OF		5	SOLE VOTING POWER 0
SHARES BENEFICIALLY OWNED BY		6	SHARED VOTING POWER 820,190 (1)
EACH REPORTING PERSON		7	SOLE DISPOSITIVE POWER 0
WITH:		8	SHARED DISPOSITIVE POWER 820,190 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 820,190 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐ N/A
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.1% (1)(2)
12	TYPE OF REPORTING PERSON(See Instructions) IN

________

(1) Represents shares of the Issuer’s common stock held by the Martin Lehr 2000 Trust.

(2) Based upon 15,966,053 shares of the Issuer’s common stock outstanding as of November 6, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2023.

Item 1.

(a) Name of Issuer

Context Therapeutics Inc. (the “Issuer”)

(b) Address of Issuer’s Principal Executive Offices

2001 Market Street, Suite 3915, Unit #15
Philadelphia, Pennsylvania 19103

Item 2.

(a) Name of Person Filing

This Schedule 13G is being filed by Martin Lehr, the Martin Lehr 2000 Trust and Ellyn Lehr.

(b) Address of Principal Business Office or, if none, Residence

(i)Martin Lehr: 2001 Market Street, Suite 3915, Unit #15

Philadelphia, Pennsylvania 19103

(ii)Martin Lehr 2000 Trust: 2001 Market Street, Suite 3915, Unit #15

Philadelphia, Pennsylvania 19103

(iii)Ellyn Lehr: 2001 Market Street, Suite 3915, Unit #15

Philadelphia, Pennsylvania 19103

(i) Martin Lehr: United States

(ii) Martin Lehr 2000 Trust: Pennsylvania

(iii) Ellyn Lehr: United States

(d) Title of Class of Securities

Common stock, par value $0.001 per share

(e) CUSIP Number

21077P108

Item 3. If this statement is filed pursuant to §§ 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.

(b) ☐ Bank as defined in section 3(a)(6) of the Act.

(d) ☐ Investment company registered under section 8 of the Investment Company Act of 1940.

(e) ☐ An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E).

(f) ☐ An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F).

(g) ☐ A parent holding company or control person in accordance with § 240.13d-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 of 1940.

(j) ☐ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J).

(k) ☐ Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

Item 4. Ownership

(a) Amount Beneficially Owned

(i) Martin Lehr: 1,452,466 shares*

(ii) Martin Lehr 2000 Trust: 820,190 shares**

(iii) Ellyn Lehr: 820,190 shares**

* Consists of (i) 820,190 shares of the Issuer’s common stock held by the Martin Lehr 2000 Trust, (ii) 472,575 shares of the Issuer’s common stock underlying options held directly by Mr. Lehr that are exercisable within 60 days of December 31, 2023 (the “Option Shares”) and (iii) 159,701 shares of the Issuer’s common stock held directly by Mr. Lehr.

** Represents shares of the Issuer’s common stock held by the Martin Lehr 2000 Trust.

(b) Percent of Class

(i) Martin Lehr: 8.8%

(ii) Martin Lehr 2000 Trust: 5.1%

(iii) Ellyn Lehr: 5.1%

Based upon 15,966,053 shares of the Issuer’s common stock outstanding as of November 6, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2023, plus, in the case of Mr. Lehr, the Option Shares.

(i) Sole power to vote or to direct the vote

(A) Martin Lehr: 632,276

(B) Martin Lehr 2000 Trust: 0

(ii) Shared power to vote or to direct the vote

(A) Martin Lehr: 820,190

(B) Martin Lehr 2000 Trust: 820,190

(iii) Sole power to dispose or to direct the disposition of

(A) Martin Lehr: 632,276

(B) Martin Lehr 2000 Trust: 0

(iv) Shared power to dispose or to direct the disposition of

(A) Martin Lehr: 820,190

(B) Martin Lehr 2000 Trust: 820,190

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

Not Applicable

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 or Control Person

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

Not Applicable

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 7, 2024

MARTIN LEHR

By: /s/ Martin Lehr

Name: Martin Lehr

MARTIN LEHR 2000 TRUST

By: /s/ Ellyn Lehr

Name: Ellyn Lehr

Title: Trustee

ELLYN LEHR

By:/s/ Ellyn Lehr

Name: Ellyn Lehr

EXHIBIT INDEX


Exhibit Number			Exhibit
99.1			Joint Filing Agreement, dated February 14, 2023, by and among Martin Lehr, the Martin Lehr 2000 Trust and Ellyn Lehr (incorporated by reference to Exhibit 99.1 to the Schedule 13G filed by Martin Lehr with the Securities and Exchange Commission on February 14, 2023)