0001493152-16-007619.txt : 20160225 0001493152-16-007619.hdr.sgml : 20160225 20160224175318 ACCESSION NUMBER: 0001493152-16-007619 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20160225 DATE AS OF CHANGE: 20160224 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RITTER PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001460702 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 263474527 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-88903 FILM NUMBER: 161453226 BUSINESS ADDRESS: STREET 1: 1880 CENTURY PARK EAST, SUITE 1000 CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 310-203-1000 MAIL ADDRESS: STREET 1: 1880 CENTURY PARK EAST, SUITE 1000 CITY: LOS ANGELES STATE: CA ZIP: 90067 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Stonehenge Partners LLC CENTRAL INDEX KEY: 0001638279 IRS NUMBER: 743207606 STATE OF INCORPORATION: CA FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O RITTER PHARMACEUTICALS INC. STREET 2: 1801 CENTURY PARK EAST, SUITE 1820 CITY: LOS ANGELES STATE: CA ZIP: 90096 BUSINESS PHONE: (310) 203-1000 MAIL ADDRESS: STREET 1: C/O RITTER PHARMACEUTICALS INC. STREET 2: 1801 CENTURY PARK EAST, SUITE 1820 CITY: LOS ANGELES STATE: CA ZIP: 90096 SC 13G 1 sc13g.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

Ritter Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

767836109

(CUSIP Number)

December 31, 2015

(Date of Event That Requires Filing of This Statement)

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

[ ] Rule 13d-1 (b)

[ ] Rule 13d-1 (c)

[X] Rule 13d-1 (d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 767836109

SCHEDULE 13G

PAGE 1 OF 5

NAMES OF REPORTING PERSONS

Stonehenge Partners LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

(a) [ ]

(b) [ ]

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY

EACH
REPORTING
PERSON WITH

SOLE VOTING POWER

817,271

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

817,271

SHARED DISPOSITIVE POWER

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 817,271
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] (SEE INSTRUCTIONS)
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.5% ⁽¹⁾
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

⁽¹⁾Based on 8,582,009 shares of Common Stock of the Company outstanding as of December 30, 2015.

CUSIP No. 767836109

SCHEDULE 13G

PAGE 2 OF 5

NAMES OF REPORTING PERSONS

Andrew J. Ritter

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

(a) [ ]

(b) [ ]

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY

EACH
REPORTING
PERSON WITH

SOLE VOTING POWER

189,541 ⁽¹⁾

SHARED VOTING POWER

817,271 ⁽²⁾

SOLE DISPOSITIVE POWER

189,541 ⁽¹⁾

SHARED DISPOSITIVE POWER

817,271 ⁽²⁾

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,006,812
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] (SEE INSTRUCTIONS)
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11.5% ⁽³⁾
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

⁽¹⁾Shares underlying stock option awards that are currently exercisable or exercisable within 60 days of December 30, 2015.

⁽²⁾As a managing partner of Stonehenge Partners LLC, Andrew Ritter may be deemed the beneficial owner of these shares.

⁽³⁾Based on 8,582,009 shares of Common Stock of the Company outstanding as of December 30, 2015.

CUSIP No. 767836109

SCHEDULE 13G

PAGE 3 OF 5

NAMES OF REPORTING PERSONS

Ira E. Ritter

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

(a) [ ]

(b) [ ]

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY

EACH
REPORTING
PERSON WITH

SOLE VOTING POWER

189,541 ⁽¹⁾

SHARED VOTING POWER

817,271 ⁽²⁾

SOLE DISPOSITIVE POWER

189,541 ⁽¹⁾

SHARED DISPOSITIVE POWER

817,271 ⁽²⁾

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,006,812
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] (SEE INSTRUCTIONS)
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11.5% ⁽³⁾
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

⁽¹⁾Shares underlying stock option awards that are currently exercisable or exercisable within 60 days of December 30, 2015.

⁽²⁾As a managing partner of Stonehenge Partners LLC, Ira Ritter may be deemed the beneficial owner of these shares.

⁽³⁾Based on 8,582,009 shares of Common Stock of the Company outstanding as of December 30, 2015.

CUSIP No. 767836109

SCHEDULE 13G

PAGE 4 OF 5

Item 1(a).	Name of Issuer:

	Ritter Pharmaceuticals, Inc. (the “Company”)

Item 1(b).	Address of Issuer’s Principal Executive Offices:

	1880 Century Park East, #1000 Los Angeles, CA 90067

Item 2(a).	Name of Person(s) Filing:

	Stonehenge Partners LLC Andrew J. Ritter Ira E. Ritter

Item 2(b).	Address of Principal Business Office, or, if None, Residence:

	The address of Stonehenge Partners LLC is 21800 Oxnard Street, Suite 250, Woodland Hills, California 91367.

	The address for Andrew J. Ritter and Ira E. Ritter is 1880 Century Park East, #1000, Los Angeles, California 90067.


Item 2(c).	Citizenship:

	Stonehenge Partners LLC is a California limited liability company with its principal place of business in California. Andrew J. Ritter - United States Ira E. Ritter – United States

Item 2(d).	Title of Class of Securities:

	Common Stock, par value $0.001 per share

Item 2(e).	CUSIP Number:

	767836109

Item 3.	If This Statement is Filed Pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:

	Not Applicable

CUSIP No. 767836109

SCHEDULE 13G

PAGE 5 OF 5

Item 4.	Ownership:

	The information required by Items 4(a) – (c) is set forth in Rows (5) – (11) of the cover page for each Reporting Person and is incorporated herein by reference. As managing partners of Stonehenge Partners LLC, Andrew Ritter and Ira Ritter may be deemed beneficial owners of the shares held by Stonehenge Partners LLC insofar as they may be deemed to share the power to direct the voting or disposition of such shares. Neither the filing of this Schedule 13G, any amendment hereto, nor any of their respective contents shall be deemed to constitute an admission that either of such individuals is, for any purpose, the beneficial owner of such securities, and such beneficial ownership is expressly disclaimed. The filing of this statement should not be construed to be an admission that any of the Reporting Persons are members of a “group” for the purposes of Sections 13(d) and 13(g) of the Act.

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 That Acquired the Security Being Reported by the Parent Holding Company or Control Person.

	Not Applicable

Item 8.	Identification and Classification of Members of the Group.

	Not Applicable

Item 9.	Notice of Dissolution of the Group.

	Not Applicable

Item 10.	Certification:

	Not Applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 24, 2016	Stonehenge Partners LLC

	By:	/s/ Andrew J. Ritter
	Name:	Andrew J. Ritter
	Title:	Managing Partner

Date: February 24, 2016		/s/ Andrew J. Ritter
		Andrew J. Ritter

Date: February 24, 2016		/s/ Ira E. Ritter
		Ira E. Ritter

EX-99.A 2 ex99-a.htm

Exhibit A

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them, of this Schedule 13G (including further amendments thereto) with respect to the common stock, par value $0.001 per share, of Ritter Pharmaceuticals, Inc., and that this Joint Filing Agreement be included as an exhibit to such joint filing.

This Joint Filing Agreement may be executed in one or more counterparts, and each such counterpart shall be an original but all of which, taken together, shall constitute but one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this Joint filing Agreement as of this 23rd day of February 2016.

	Stonehenge Partners LLC

	By:	/s/ Andrew J. Ritter
	Name:	Andrew J. Ritter
	Title:	Managing Partner

		/s/ Andrew J. Ritter
		Andrew J. Ritter

		/s/ Ira E. Ritter
		Ira E. Ritter