FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

Tardio Jason
2. Issuer Name and Ticker or Trading Symbol

Ovid Therapeutics Inc. [ OVID ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Commercial Officer
(Last)          (First)          (Middle)

C/O OVID THERAPEUTICS INC., 1460 BROADWAY, SUITE 15044
3. Date of Earliest Transaction (MM/DD/YYYY)

11/25/2020
(Street)

NEW YORK, NY 10036
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy) $3.66 11/25/2020  A   44000    11/25/2020 (1)5/4/2030 Common Stock 44000 $0.00 44000 D  

Explanation of Responses:
(1) On May 5, 2020, the Reporting Person was granted the option to purchase shares of the Issuer's common stock, subject to a performance-based vesting condition to be satisfied upon the achievement of a particular milestone related to the Issuer's clinical trial, and further subject to the Reporting Person's continuous service through such vesting date. Such option vested in full on November 25, 2020 upon the satisfaction of such performance-based vesting condition.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Tardio Jason
C/O OVID THERAPEUTICS INC.
1460 BROADWAY, SUITE 15044
NEW YORK, NY 10036


Chief Commercial Officer

Signatures
/s/ Danielle Mann for Jason Tardio by PoA4/29/2021
**Signature of Reporting PersonDate

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