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