Initial Statement of Beneficial Ownership (3)
November 22 2019 - 6:19AM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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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1. Name and Address of Reporting Person
*
TAKEDA PHARMACEUTICAL CO LTD |
2. Date of Event Requiring Statement (MM/DD/YYYY)
2/22/2019
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3. Issuer Name and Ticker or Trading Symbol
Ovid Therapeutics Inc. [OVID]
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(Last)
(First)
(Middle)
1-1, NIHONBASHI-HONCHO 2-CHOME |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director ___X___ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Street)
CHUO-KU, TOKYO, M0 103-8668
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 1781996 | D (1)(2) | |
Common Stock | 3750000 | I | See Explanation of Responses (1)(2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 4) | 2. Date Exercisable and Expiration Date (MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Series A Convertible Preferred Stock | (3) | (3) | Common Stock | (3) | $0.0 (3) | I | See Explanation of Responses (1)(2) |
Explanation of Responses: |
(1) | This statement is being filed jointly by Takeda Pharmaceutical Company Limited and Millennium Pharmaceuticals, Inc. |
(2) | Takeda Pharmaceutical Company Limited's beneficial ownership of the Issuer's Common Stock is comprised of 1,781,996 shares of Common Stock that it holds directly and 3,750,000 shares of Common Stock and 1,205 shares of convertible preferred stock held directly by Millennium Pharmaceuticals, Inc. ("Millennium"), which is a direct, wholly owned subsidiary of Takeda Pharmaceuticals U.S.A. Inc., which is owned directly by both Takeda Pharmaceutical Company Limited (58.09%) and Takeda Pharmaceuticals International AG (41.91%). Takeda Pharmaceuticals International AG is a wholly owned subsidiary of Takeda Pharmaceutical Company Limited. |
(3) | Each share of convertible preferred stock is convertible into 1,000 shares of Common Stock at any time at the option of the holder, and has no expiration date; provided that Millennium will be prohibited from converting the convertible preferred stock into Common Stock if, as a result of such conversion, Millennium, together with its affiliates, would own more than 9.99% of the total number of shares of Common Stock then issued and outstanding. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
TAKEDA PHARMACEUTICAL CO LTD 1-1, NIHONBASHI-HONCHO 2-CHOME CHUO-KU, TOKYO, M0 103-8668 |
| X |
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MILLENNIUM PHARMACEUTICALS INC 40 LANDSDOWNE STREET CAMBRIDGE, MA 02139 |
| X |
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Signatures
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/s/ Yoshihiro Nakagawa, Corporate Officer, Global
General Counsel of Takeda Pharmaceutical Company
Limited | | 11/22/2019 |
**Signature of Reporting Person | Date |
/s/ Paul Sundberg, Attorney-in-Fact for Millennium Pharmaceuticals, Inc. | | 11/22/2019 |
**Signature of Reporting Person | Date |
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