Statement of Changes in Beneficial Ownership (4)
22 November 2019 - 10:24PM
Edgar (US Regulatory)
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
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1. Name and Address of Reporting Person
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TAKEDA PHARMACEUTICAL CO LTD |
2. Issuer Name and Ticker or Trading Symbol
Ovid Therapeutics Inc.
[
OVID
]
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5. 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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(Last)
(First)
(Middle)
1-1, NIHONBASHI-HONCHO 2-CHOME |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/8/2019 |
(Street)
CHUO-KU, TOKYO, M0 103-8668
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 10/8/2019 | | P | | 2000000 | A | $2.50 | 5750000 | 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. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. 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 Date | 7. 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) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
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 5,750,000 shares of Common Stock held directly by Millennium Pharmaceuticals, Inc., 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. |
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 |
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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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