Sec Form 4 Filing - Silverman Joshua @ Petros Pharmaceuticals, Inc. - 2020-12-01

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 Silverman Joshua 2. Issuer Name and Ticker or Trading Symbol Petros Pharmaceuticals, Inc. [ PTPI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O PETROS PHARMACEUTICALS, INC., 1185 AVENUE OF THE AMERICAS, 3RD FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 12/01/2020 (Street) NEW YORK, NY10036 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 Common Stock, par value $0.0001 per share 12/01/2020 A 20,000 A 20,000 D

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 Employee Stock Option (right to buy) $ 96 12/01/2020 A 1,875 ( 2 ) 08/04/2026 Common Stock 1,875 ( 3 ) 1,875 D Employee Stock Option (right to buy) $ 52.8 12/01/2020 A 24,855 ( 4 ) 11/22/2026 Common Stock 24,855 ( 5 ) 24,855 D Employee Stock Option (right to buy) $ 95.5 12/01/2020 A 2,000 ( 6 ) 03/17/2027 Common Stock 2,000 ( 7 ) 2,000 D Employee Stock Option (right to buy) $ 98.1 12/01/2020 A 33,400 ( 8 ) 04/11/2027 Common Stock 33,400 ( 9 ) 33,400 D Employee Stock Option (right to buy) $ 44.56 12/01/2020 A 2,000 ( 10 ) 03/13/2028 Common Stock 2,000 ( 11 ) 2,000 D Employee Stock Option (right to buy) $ 19.65 12/01/2020 A 30,000 ( 12 ) 01/22/2029 Common Stock 30,000 ( 13 ) 30,000 D Employee Stock Option (right to buy) $ 20.3 12/01/2020 A 2,000 ( 14 ) 03/15/2029 Common Stock 2,000 ( 15 ) 2,000 D Employee Stock Option (right to buy) $ 4.1 12/01/2020 A 2,000 ( 16 ) 03/20/2030 Common Stock 2,000 ( 17 ) 2,000 D Employee Stock Option (right to buy) $ 4.86 12/01/2020 A 20,000 ( 18 ) 11/24/2030 Common Stock 20,000 ( 19 ) 20,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Silverman Joshua C/O PETROS PHARMACEUTICALS, INC. 1185 AVENUE OF THE AMERICAS, 3RD FLOOR NEW YORK, NY10036 X Signatures /s/ Joshua Silverman 12/02/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Received in exchange for 100,000 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 )1,623 shares subject to the option are vested as of the date hereof and the remaining shares subject to the option shall vest daily through August 4, 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 9,375 shares of Neurotrope common stock for $19.20 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 124,275 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 167,000 shares of Neurotrope common stock for $19.62 per share. ( 10 )All shares subject to the option are vested as of the date hereof. ( 11 )Received in connection with the Transactions in exchange for a stock option to acquire 10,000 shares of Neurotrope comm on stock for $8.912 per share. ( 12 )28,125 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. ( 13 )Received in connection with the Transactions in exchange for a stock option to acquire 150,000 shares of Neurotrope common stock for $3.93 per share. ( 14 )All shares subject to the option are vested as of the date hereof. ( 15 )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. ( 16 )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. ( 17 )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. ( 18 )All shares subject to the option vested in connection with the Transactions. ( 19 )Received in connection with the Transactions in exchange for a stock option to acquire 100,000 shares of Neurotrope common stock for $0.972 per share.

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).

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