Sec Form 3 Filing - Scheyer Richard @ Neurotrope, Inc. - 2014-08-29

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Scheyer Richard 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 _____ Officer (give title below) X __ Other (specify below) See Remarks (Last) (First) (Middle) 10732 HAWK'S VISTA STREET 3. Date of Earliest Transaction (MM/DD/YY) 08/29/2014 (Street) PLANTATION, FL33324 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Options (right to buy) $ 1.76 01/23/2014( 1 ) 01/23/2024 Common Stock 125,000 ( 1 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Scheyer Richard 10732 HAWK'S VISTA STREET PLANTATION, FL33324 See Remarks Signatures /s/ Richard Scheyer 08/29/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )31,250 options will vest on each of the first four anniversaries of the grant date, and as such, 31,250 options will vest on each of January 23, 2015, January 23, 2016, January 23, 2017 and January 23, 2018 (assuming continued service through such date). Vesting is subject to acceleration with respect to the following events: (a) in the event that Dr. Scheyer's employment is terminated by Neurotrope, Inc. without cause or Dr. Scheyer resigns for good reason, the options will be deemed to have vested with respect to the number of shares that would have vested had Mr. Scheyer's employment with Neurotrope, Inc. continued for a period of one year after the date of termination and (b) in the event that Dr. Scheyer's employment is terminated by Neurotrope, Inc. without cause or Dr. Scheyer resigns for good reason within six months after a change in control, then any options not vested shall be deemed vested as of the date of termination.

Remarks: Vice President and Chief Medical Officer of issuer's wholly-owned subsidiary

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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