SEC FORM 4/A

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

DANTZKER DAVID

(Last)

(First)

(Middle)

WHEATLEY PARTNERS, LP

80 CUTTERMILL ROAD, SUITE 302

(Street)

GREAT NECK

11201

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Neuro-Hitech, Inc. [ NHPI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/25/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)
01/04/2008

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/25/2007		J		3,100	A	⁽¹⁾	445,386	I	By Wheatley MedTech Partners, L.P.⁽²⁾
Common Stock	12/14/2007		P		100,000	A	⁽³⁾	545,386	I	By Wheatley MedTech Partners, L.P.⁽²⁾
Common Stock	12/14/2007		J		26,340	A	⁽⁴⁾	571,726	I	By Wheatley MedTech Partners, L.P.⁽²⁾
Common Stock	09/25/2007		J		4,680	A	⁽¹⁾	619,495	I	By Wheatley New York Partners LP⁽²⁾
Common Stock	12/14/2007		P		150,000	A	⁽³⁾	769,495	I	By Wheatley New York Partners LP⁽²⁾
Common Stock	12/14/2007		J		17,560	A	⁽⁴⁾	787,055	I	By Wheatley New York Partners LP⁽²⁾

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrant to purchase Common Stock	⁽⁵⁾	12/14/2007		P		50,000		12/14/2007	12/14/2012	Common Stock	50,000	⁽³⁾	50,000	I	By Wheatley MedTech Partners, L.P.⁽²⁾
Warrant to purchase Common Stock	⁽⁵⁾	12/14/2007		P		75,000		12/14/2007	12/14/2012	Common Stock	75,000	⁽³⁾	75,000	I	By Wheatley New York Partners LP⁽²⁾
Option⁽⁶⁾	$4.2	01/02/2008		A		4,670		07/02/2008	01/02/2018	Common Stock	4,670	$0	4,670	D
Option⁽⁷⁾	$4.2	01/02/2008		A		18,678		07/02/2008⁽⁷⁾	01/02/2018	Common Stock	18,678	$0	18,678	D

Explanation of Responses:

1. The securities were acquired as liquidated damages from the issuer's failure to timely file a registration statement registering a portion of Wheatley MedTech Partners, L.P.'s and Wheatley New York Partners LP's shares.

2. The reporting person is a member of the general partner of the limited partnership that owns the reported securities. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuiniary interest therein.

3. These securities were purchased from the issuer on December 14, 2007 as part of a sale by the issuer of units for $4.00 per unit. Each unit consisted of one share of Common Stock and a warrant to acquire 0.5 share of Common Stock.

4. The securities were acquired pursuant to certain anti-dilution protections provided to Wheatley MedTech Partners, L.P. and Wheatley New York Partners LP in a prior private offering.

5. The exercise price of the warrants is $7.00 per share unless the warrants are exercised prior to the later of (i) April 30, 2008 or (ii) thirty days after a registration statement registering the shares of common stock underlying the warrants is declared effective by the Securities and Exchange Commission, in which case the exercise price will be $5.00 per share.

6. The option was issued pursuant to the issuer's Non-Management Directors Deferral Program and was granted under the issuer's 2006 Amended and Restated Incentive Stock Plan. The Non-Management Directors Deferral Program allows directors who are not employees of the issuer to elect to receive, quarterly, compensation for their service as members of the issuer's board, in part or in whole, in the form of options.

7. The option was issued pursuant to the issuer's Amended and Restated Non-Management Directors Deferral Program ("Program") and was granted under the issuer's 2006 Amended and Restated Incentive Stock Plan. The Program allows directors who are not employees of the issuer to elect to receive, annually, compensation for their service as members of the issuer's board, in part or in whole, in the form of options. The option shall vest as to 1,556 shares on the last day of each month that the reporting person has continuously served as a director of the issuer, beginning January 31, 2008 until December 31, 2008, when all remaining unvested shares shall vest.

Remarks:

The purpose of this amendment is to correct inadvertent errors made to the number of derivative securities acquired, exercise price and vesting provisions of the options granted on January 2, 2008.

	/s/ David Barrett, attorney-in-fact	01/14/2008
	** 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 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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