Sec Form 4 Filing - ABELES JOHN H @ Neurotrope, Inc. - 2015-11-13

FORM 4 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 ABELES JOHN H 2. Issuer Name and Ticker or Trading Symbol Neurotrope, Inc. [ NTRP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 10732 HAWK'S VISTA STREET 3. Date of Earliest Transaction (MM/DD/YY) 11/13/2015 (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 Series B Preferred Stock $ 0 11/13/2015 P 2,083.34 ( 2 ) ( 2 ) Common Stock 208,334 ( 1 ) 208,334 I See Footnote ( 8 ) Series A Warrant $ 0.8 11/13/2015 P 208,334 ( 3 ) 11/13/2020 Common Stock 208,334 ( 1 ) 208,334 I See Footnote ( 8 ) Series B Warrant $ 0.8 11/13/2015 P 208,334 ( 4 ) 11/13/2016 Common Stock 208,334 ( 1 ) 208,334 I See Footnote ( 8 ) Series C Warrant $ 1.25 11/13/2015 P 208,334 ( 5 ) 11/13/2020 Common Stock 208,334 ( 1 ) 208,334 I See Footnote ( 8 ) Series D Warrant $ 1 11/13/2015 P 208,334 ( 6 ) ( 6 ) Common Stock 208,334 ( 1 ) 208,334 I See Footnote ( 8 ) Series E Warrant $ 1.5 11/13/2015 P 208,334 ( 7 ) ( 7 ) Common Stock 208,334 ( 1 ) 208,334 I See Footnote ( 8 ) Series B Preferred Stock $ 0 11/13/2015 A 1,666.67 ( 9 ) ( 9 ) Common Stock 166,667 $ 0 166,667 D Series A Warrant $ 0.8 11/13/2015 A 166,667 ( 10 ) 11/13/2020 Common Stock 166,667 $ 0 166,667 D Series B Warrant $ 0.8 11/13/2015 A 166,667 ( 11 ) 11/13/2016 Common Stock 166,667 $ 0 166,667 D Series C Warrant $ 1.25 11/13/2015 A 166,667 ( 12 ) 11/13/2020 Common Stock 166,667 $ 0 166,667 D Series D Warrant $ 1 11/13/2015 A 166,667 ( 13 ) ( 13 ) Common Stock 166,667 $ 0 166,667 D Series E Warrant $ 1.5 11/13/2015 A 166,667 ( 14 ) ( 14 ) Common Stock 166,667 $ 0 166,667 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ABELES JOHN H 10732 HAWK'S VISTA STREET PLANTATION, FL33324 X Signatures /s/ John H. Abeles 11/17/2015 Signature of Reporting Person Date

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. ( 8 )Shares held by Northlea Partners, LLLP. The reporting person is the Managing Member of Northlea Partners, LLLP and has sole voting and investment power over the shares owned by Northlea Partners, LLLP. ( 9 )These securities are restricted, and such restrictions shall lapse with respect to 15,000 Series B Shares and a corresponding portion of the Warrants on a monthly basis, for services performed in the preceding month by Dr. Abeles. Once the restricted stock vests, 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. ( 10 )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. These securities are restricted, and such restrictions shall lapse with respect to 15,000 Series B Shares and a corresponding portion of the Warrants on a monthly basis, for services performed in the preceding month by Dr. Abeles. ( 11 )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. These securities are restricted, and such restrictions shall lapse with respect to 15,000 Series B Shares and a corresponding portion of the Warrants on a monthly basis, for services performed in the preceding month by Dr. Abeles. ( 12 )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. These securities are restricted, and such restrictions shall lapse with respect to 15,000 Series B Shares and a corresponding portion of the Warrants on a monthly basis, for services performed in the preceding month by Dr. Abeles. ( 13 )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. These securities are restricted, and such restrictions shall lapse with respect to 15,000 Series B Shares and a corresponding portion of the Warrants on a monthly basis, for services performed in the preceding month by Dr. Abeles. ( 14 )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. These securities are restricted, and such restrictions shall lapse with respect to 15,000 Series B Shares and a corresponding portion of the Warrants on a monthly basis, for services performed in the preceding month by Dr. Abeles.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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