Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Ritter Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
767836109
(CUSIP Number)
December 31, 2019
(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 EACH
|
5. | SOLE VOTING POWER
|
| 6. | SHARED VOTING POWER
119,197 (1)
| |
| 7. | SOLE DISPOSITIVE POWER
| |
| 8. | SHARED DISPOSITIVE POWER
119,197 (1)
|
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
119,197 (1)
|
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
(SEE INSTRUCTIONS)
|
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.6% (2)
|
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
(1) Represents 100,447 shares owned directly and 18,750 shares underlying warrants that are exercisable as of December 31, 2019.
(2) Based on 19,108,331 shares of Common Stock of the Company outstanding as of December 31, 2019.
| 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
215,675 (1)
|
| 6. | SHARED VOTING POWER
119,197 (2)
| |
| 7. | SOLE DISPOSITIVE POWER
215,675 (1)
| |
| 8. | SHARED DISPOSITIVE POWER
119,197 (2) |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
334,872
|
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
(SEE INSTRUCTIONS)
|
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.7% (3)
|
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
(1) Represents 625 shares owned directly and 215,050 shares underlying stock option awards that are currently exercisable or exercisable within 60 days of December 31, 2019.
(2) As a managing partner of Stonehenge Partners LLC, Andrew Ritter may be deemed the beneficial owner of these shares.
(3) Based on 19,108,331 shares of Common Stock of the Company outstanding as of December 31, 2019.
| 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 EACH PERSON WITH |
5. | SOLE VOTING POWER
139,550 (1)
|
| 6. | SHARED VOTING POWER
119,822 (2)
| |
| 7. | SOLE DISPOSITIVE POWER
139,550 (1)
| |
| 8. | SHARED DISPOSITIVE POWER
119,822 (2)
|
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
259,372
|
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
(SEE INSTRUCTIONS)
|
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.3% (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, 2019.
(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 625 shares held in a retirement plan trust of which the reporting person and his spouse are trustees.
(3) Based on 19,108,331 shares of Common Stock of the Company outstanding as of December 31, 2019.
| 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: | |
Stonehenge Partners LLC - 31800 Oxnard Street, Suite 250, Woodland Hills, California 91367
Andrew J. Ritter and Ira E. Ritter – c/o Ritter Pharmaceuticals, Inc., 1880 Century Park East, #1000, Los Angeles, CA 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: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. | |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [X]. |
||
| 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: January 28, 2020 | Stonehenge Partners LLC | |
| By: | /s/ Andrew J. Ritter | |
| Name: | Andrew J. Ritter | |
| Title: | Managing Partner | |
| Date: January 28, 2020 | By: | /s/ Andrew J. Ritter |
| Andrew J. Ritter | ||
| Date: January 28, 2020 | By: | /s/ Ira E. Ritter |
| Ira E. Ritter | ||