0001395064-19-000081.txt : 20191122 0001395064-19-000081.hdr.sgml : 20191122 20191122061907 ACCESSION NUMBER: 0001395064-19-000081 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190222 FILED AS OF DATE: 20191122 DATE AS OF CHANGE: 20191122 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TAKEDA PHARMACEUTICAL CO LTD CENTRAL INDEX KEY: 0001395064 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38085 FILM NUMBER: 191238654 BUSINESS ADDRESS: STREET 1: 1-1, NIHONBASHI-HONCHO 2-CHOME, CHUO-KU CITY: TOKYO STATE: M0 ZIP: 103-8668 BUSINESS PHONE: 81332782111 MAIL ADDRESS: STREET 1: 1-1, NIHONBASHI-HONCHO 2-CHOME, CHUO-KU CITY: TOKYO STATE: M0 ZIP: 103-8668 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MILLENNIUM PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001002637 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38085 FILM NUMBER: 191238655 BUSINESS ADDRESS: STREET 1: 40 LANDSDOWNE STREET CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: 6176797000 MAIL ADDRESS: STREET 1: 40 LANDSDOWNE STREET CITY: CAMBRIDGE STATE: MA ZIP: 02139 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Ovid Therapeutics Inc. CENTRAL INDEX KEY: 0001636651 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 465270895 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1460 BROADWAY STREET 2: SUITE 15044 CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-776-4381 MAIL ADDRESS: STREET 1: 1460 BROADWAY STREET 2: SUITE 15044 CITY: NEW YORK STATE: NY ZIP: 10036 3 1 wf-form3_157442152990600.xml FORM 3 X0206 3 2019-02-22 0 0001636651 Ovid Therapeutics Inc. OVID 0001395064 TAKEDA PHARMACEUTICAL CO LTD 1-1, NIHONBASHI-HONCHO 2-CHOME CHUO-KU, TOKYO M0 103-8668 JAPAN 0 0 1 0 0001002637 MILLENNIUM PHARMACEUTICALS INC 40 LANDSDOWNE STREET CAMBRIDGE MA 02139 0 0 1 0 Common Stock 1781996 D Common Stock 3750000 I See Explanation of Responses Series A Convertible Preferred Stock 0.0 Common Stock I See Explanation of Responses This statement is being filed jointly by Takeda Pharmaceutical Company Limited and Millennium Pharmaceuticals, Inc. 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. 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. /s/ Yoshihiro Nakagawa, Corporate Officer, Global General Counsel of Takeda Pharmaceutical Company Limited 2019-11-22 /s/ Paul Sundberg, Attorney-in-Fact for Millennium Pharmaceuticals, Inc. 2019-11-22