FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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*
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year) 12/01/2020 |
3. Issuer Name and Ticker or Trading Symbol
Petros Pharmaceuticals, Inc. [ PTPI ] |
|||||||||||||
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
5. If Amendment, Date of Original Filed
(Month/Day/Year) |
||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Beneficially Owned | |||
---|---|---|---|
1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock, par value $0.0001 per share(1) | 313 | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
---|---|---|---|---|---|---|---|
1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Employee Stock Option (right to buy) | (2) | 11/16/2026 | Common Stock | 1,563 | $81.6(3) | D | |
Employee Stock Option (right to buy) | (4) | 11/22/2026 | Common Stock | 3,107 | $52.8(5) | D | |
Employee Stock Option (right to buy) | (6) | 03/17/2027 | Common Stock | 2,000 | $95.5(7) | D | |
Employee Stock Option (right to buy) | (8) | 03/13/2028 | Common Stock | 2,000 | $44.56(9) | D | |
Employee Stock Option (right to buy) | (10) | 01/22/2029 | Common Stock | 5,000 | $19.65(11) | D | |
Employee Stock Option (right to buy) | (12) | 03/15/2029 | Common Stock | 2,000 | $20.3(13) | D | |
Employee Stock Option (right to buy) | (14) | 03/20/2030 | Common Stock | 2,000 | $4.1(15) | D | |
Employee Stock Option (right to buy) | (16) | 11/24/2030 | Common Stock | 14,500 | $4.86(17) | D |
Explanation of Responses: |
1. Received in exchange for 1,565 shares of Neurotrope, Inc. ("Neurotrope") common stock in connection with the transactions (the "Transactions") contemplated by that certain Agreement and Plan of Merger, dated as of May 17, 2020 (the "the Original Merger Agreement"), as amended by the First Amendment to the Original Merger Agreement (the "First Amendment") , dated as of July 23, 2020 and the Second Amendment to the Original Merger Agreement, dated as of September 30, 2020 (the "Second Amendment" and, together with the Original Merger Agreement and the First Amendment, the "Merger Agreement") by and among Petros Pharmaceuticals, Inc. (the "Company"), Neurotrope, PM Merger Sub 1, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company ("Merger Sub 1"), PN Merger Sub 2, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company ("Merger Sub 2"), and Metuchen Pharmaceuticals LLC, a Delaware limited liability company. |
2. 1,264 shares subject to the option are vested as of the date hereof and the remaining shares subject to the option shall vest daily through November 16, 2021, subject to the Reporting Person continuing to provide service through each such date. |
3. Received in connection with the Transactions in exchange for a stock option to acquire 7,813 shares of Neurotrope common stock for $16.32 per share. |
4. All shares subject to the option are vested as of the date hereof. |
5. Received in connection with the Transactions in exchange for a stock option to acquire 15,535 shares of Neurotrope common stock for $10.56 per share. |
6. All shares subject to the option are vested as of the date hereof. |
7. Received in connection with the Transactions in exchange for a stock option to acquire 10,000 shares of Neurotrope common stock for $19.10 per share. |
8. All shares subject to the option are vested as of the date hereof. |
9. Received in connection with the Transactions in exchange for a stock option to acquire 10,000 shares of Neurotrope common stock for $8.912 per share. |
10. 4,688 shares subject to the option are vested as of the date hereof and the remaining shares subject to the option shall vest quarterly through January 22, 2021, subject to the Reporting Person continuing to provide service through each such date. |
11. Received in connection with the Transactions in exchange for a stock option to acquire 25,000 shares of Neurotrope common stock for $3.93 per share. |
12. All shares subject to the option are vested as of the date hereof. |
13. Received in connection with the Transactions in exchange for a stock option to acquire 10,000 shares of Neurotrope common stock for $4.06 per share. |
14. All shares subject to the option shall vest on March 20, 2021, subject to the Reporting Person continuing to provide service through each such date. |
15. Received in connection with the Transactions in exchange for a stock option to acquire 10,000 shares of Neurotrope common stock for $0.82 per share. |
16. All shares subject to the option vested in connection with the Transactions. |
17. Received in connection with the Transactions in exchange for a stock option to acquire 72,500 shares of Neurotrope common stock for $0.972 per share. |
/s/ Bruce Bernstein | 12/02/2020 | |
** 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 5 (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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |