Filing Details

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A-1

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Neurotrope, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

64129T108

(CUSIP Number)

December 31, 2016

(Date of event which requires filing of this statement)

Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:

¨

Rule 13d-1(b)

x

Rule 13d-1(c)

¨

Rule 13d-1(d)

(Page 1 of 10 Pages)

1

NAMES OF REPORTING PERSONS

E. Jeffrey Peierls⁽¹⁾

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

5

SOLE VOTING POWER

32,820 shares of Common Stock

18,750 share of Common issuable upon exercise of Warrants

6

SHARED VOTING POWER⁽²⁾

292,489 shares of Common Stock

207,883 shares of Common Stock issuable upon exercise of Warrants

7

SOLE DISPOSITIVE POWER

32,820 shares of Common Stock

18,750 share of Common issuable upon exercise of Warrants

8

SHARED DISPOSITIVE POWER⁽²⁾

292,489 shares of Common Stock

207,883 shares of Common Stock issuable upon exercise of Warrants

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

325,309 shares of Common Stock

226,633 shares of Common Stock issuable upon exercise of Warrants

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

7.88%

12

TYPE OF REPORTING PERSON

IN

1

NAMES OF REPORTING PERSONS

Brian Eliot Peierls⁽¹⁾

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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

5

SOLE VOTING POWER

26,236 shares of Common Stock

16,189 shares of Common Stock issuable upon exercise of Warrants

6

SHARED VOTING POWER⁽²⁾

292,489 shares of Common Stock

207,883 shares of Common Stock issuable upon exercise of Warrants

7

SOLE DISPOSITIVE POWER

26,236 shares of Common Stock

16,189 shares of Common Stock issuable upon exercise of Warrants  

8

SHARED DISPOSITIVE POWER⁽²⁾

292,489 shares of Common Stock

207,883 shares of Common Stock issuable upon exercise of Warrants

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

318,725 shares of Common Stock

224,072 shares of Common Stock issuable upon exercise of Warrants  

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

7.75%

12

TYPE OF REPORTING PERSON

IN

Item 1(a).

NAME OF ISSUER:

The name of the issuer is Neurotrope, Inc. (the " Company ").

Item 1(b).

ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

The Company's principal executive offices are located at 50 Park Place, Suite 1401, Newark, NJ 07102.

Item 2(a).

NAME OF PERSON FILING:

This statement is filed by the entities and persons listed below, who are collectively referred to herein as " Reporting Persons ," with respect to the shares of Common Stock (as defined in Item 2(d) below) of the Company:

 Reporting Individuals/entities

(i)

E. Jeffrey Peierls with respect to securities owned by himself individually and with respect to securities owned by various trusts and with respect to securities owned by The Peierls Foundation, Inc. of which he is a fiduciary.

(ii)

Brian Eliot Peierls with respect to securities owned by himself individually and with respect to securities owned by various trusts and with respect to securities owned by The Peierls Foundation, Inc. of which he is a fiduciary.

Item 2(b).

ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

The address of Reporting Person E. Jeffrey Peierls is:

73 South Holman Way

Golden, CO  80401

The address of Reporting Person Brian Eliot Peierls is:

 3017 McCurdy St.

Austin, TX  78723

  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.

(a)

¨

Broker or dealer registered under Section 15 of the Act,

(b)

¨

Bank as defined in Section 3(a)(6) of the Act,

(c)

¨

Insurance Company as defined in Section 3(a)(19) of the Act,

(d)

¨

Investment Company registered under Section 8 of the Investment Company Act of 1940,

(e)

¨

Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940,

(f)

¨

Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F),

(g)

¨

Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G),

(h)

¨

Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,

(i)

¨

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 Rule 13d-1(b)(1)(ii)(J);

(k)

¨

Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please

specify the type of institution:_________________________

Item 4.

OWNERSHIP:

The information as of the date of the event which requires filing of this statement 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 percentage set forth in Row 11 of the cover page for each Reporting Person is based on 6,781,357 shares of Common Stock issued and outstanding after giving effect to a 1-for-32 reverse stock split which was completed effective January 12, 2017.  

The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of shares of Common Stock owned by another Reporting Person. Each of the Reporting Individuals hereby disclaims any beneficial ownership of any such shares of Common Stock.

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.

Not applicable.

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.

Item 10.

CERTIFICATION.

Each of the Reporting Persons hereby makes the following certification:

By signing below each Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above 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.