Amended Statement of Ownership (sc 13g/a)
16 February 2017 - 9:27AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
Ritter
Pharmaceuticals, Inc.
(Name of Issuer)
Common
Stock, par value $0.001 per share
(Title of Class of Securities)
767836109
(CUSIP Number)
December
31, 2016
(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
|
1.
|
NAMES
OF REPORTING PERSONS
Stonehenge
Partners LLC
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
|
(a)
[ ]
(b)
[ ]
|
3.
|
SEC USE ONLY
|
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE
VOTING POWER
|
6.
|
SHARED
VOTING POWER
817,271
|
7.
|
SOLE
DISPOSITIVE POWER
|
8.
|
SHARED
DISPOSITIVE POWER
817,271
|
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)
7.0%
(1)
|
12.
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
(1)
Based on 11,619,197 shares of Common Stock of the Company outstanding as of December 31, 2016.
CUSIP
No. 767836109
|
SCHEDULE
13G
|
PAGE
2 OF 5
|
1.
|
NAMES
OF REPORTING PERSONS
Andrew
J. Ritter
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
|
(a)
[ ]
(b) [ ]
|
3.
|
SEC USE ONLY
|
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH
|
5.
|
SOLE
VOTING POWER
329,918
(1)
|
6.
|
SHARED
VOTING POWER
817,271
(2)
|
7.
|
SOLE
DISPOSITIVE POWER
329,918
(1)
|
8.
|
SHARED
DISPOSITIVE POWER
817,271
(2)
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,147,189
|
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
(SEE
INSTRUCTIONS)
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.6%
(3)
|
12.
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
(1)
Represents 6,250 shares owned directly and 323,668 shares underlying stock option awards that are currently exercisable
or exercisable within 60 days of December 31, 2016.
(2)
As a managing partner of Stonehenge Partners LLC, Andrew Ritter may be deemed the beneficial owner of these shares.
(3)
Based on 11,619,197 shares of Common Stock of the Company outstanding as of December 31, 2016.
CUSIP
No. 767836109
|
SCHEDULE
13G
|
PAGE
3 OF 5
|
1.
|
NAMES
OF REPORTING PERSONS
Ira
E. Ritter
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
|
(a)
[ ]
(b)
[ ]
|
3.
|
SEC USE ONLY
|
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE
VOTING POWER
323,668
(1)
|
6.
|
SHARED
VOTING POWER
823,521
(2)
|
7.
|
SOLE
DISPOSITIVE POWER
323,668
(1)
|
8.
|
SHARED
DISPOSITIVE POWER
823,521
(2)
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,147,189
|
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
(SEE
INSTRUCTIONS)
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.6%
(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 31, 2016.
(2)
As a managing partner of Stonehenge Partners LLC, Ira Ritter may be deemed the beneficial owner of the shares held by
Stonehenge Partners LLC. In addition, this number includes 6,250 shares held in a retirement plan trust of which the reporting
person and his spouse are trustees.
(3)
Based on 11,619,197 shares of Common Stock of the Company outstanding as of December 31, 2016.
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:
|
|
|
|
|
|
21800
Oxnard Street, Suite 250
Woodland
Hills, California 91367
|
|
|
|
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:
Not
Applicable
|
|
|
|
|
|
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 15, 2017
|
Stonehenge
Partners LLC
|
|
|
|
|
By:
|
/s/
Andrew J. Ritter
|
|
Name:
|
Andrew
J. Ritter
|
|
|
Title:
Managing Partner
|
|
|
|
Date:
February 15, 2017
|
By:
|
/s/
Andrew J. Ritter
|
|
|
Andrew
J. Ritter
|
|
|
|
Date:
February 15, 2017
|
By:
|
/s/
Ira E. Ritter
|
|
|
Ira
E. Ritter
|
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