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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Silverman Joshua (Last) (First) (Middle) C/O PETROS PHARMACEUTICALS, INC. 1185 AVENUE OF THE AMERICAS, 3RD FLOOR (Street) NEW YORK NY 10036 (City) (State) (Zip)	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)
	3. Date of Earliest Transaction (Month/Day/Year) 12/01/2020
	4. If Amendment, Date of Original Filed (Month/Day/Year)	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.0001 per share	12/01/2020		A		20,000	A	(1)	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 (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)
				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

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 common 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.

	/s/ Joshua Silverman	12/02/2020
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.