Form SC 13G/A

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
SHARES
BENEFICIALLY
OWNED BY

EACH
REPORTING
PERSON WITH

SOLE VOTING POWER

SHARED VOTING POWER

119,197 ⁽¹⁾

SOLE DISPOSITIVE POWER

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

SOLE VOTING POWER

215,675 ⁽¹⁾

SHARED VOTING POWER

119,197 ⁽²⁾

SOLE DISPOSITIVE POWER

215,675 ⁽¹⁾

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
SHARES
BENEFICIALLY
OWNED BY

EACH
REPORTING

PERSON WITH

SOLE VOTING POWER

139,550 ⁽¹⁾

SHARED VOTING POWER

119,822 ⁽²⁾

SOLE DISPOSITIVE POWER

139,550 ⁽¹⁾

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