SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Coleman Mark

(Last)

(First)

(Middle)

25 BROADWAY, 9TH FLOOR

(Street)

NEW YORK

10004

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/19/2015

3. Issuer Name and Ticker or Trading Symbol
Axsome Therapeutics, Inc. [ AXSM ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

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 Beneficially Owned
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	83,050	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
8% Convertible Note	09/09/2014⁽¹⁾	09/09/2024	Common Stock	243,506⁽²⁾	$5.4	D
8% Convertible Note	12/30/2014⁽³⁾	12/30/2024	Common Stock	180,342⁽⁴⁾	$5.94	D
8% Convertible Note	05/06/2015⁽⁵⁾	05/06/2025	Common Stock	140,524⁽⁶⁾	$5.94	D
Employee Stock Option (right to buy)	03/22/2013	03/21/2023	Common Stock	20,997	$1.3	D
Employee Stock Option (right to buy)	⁽⁷⁾	09/15/2024	Common Stock	11,016	$3.67	D
Employee Stock Option (right to buy)	06/29/2015	06/28/2025	Common Stock	33,410	$5.94	D

Explanation of Responses:

1. The issuer's 8% Convertible Notes (the "September 2014 Notes") will automatically convert upon the closing of the issuer's initial public offering into a number of shares of Common Stock equal to the quotient of the aggregate outstanding principal amount and all accrued and unpaid interest due under the September 2014 Notes divided by $5.40.

2. Consists of a September 2014 Note with a principal balance of $1,200,000 and interest accrued through November 19, 2015 of $114,937 convertible into 243,506 shares of Common Stock. The September 2014 Notes will continue to accrue interest until the closing of the issuer's initial public offering.

3. The issuer's 8% Convertible Notes (the "December 2014 Notes") will automatically convert upon the closing of the issuer's initial public offering into a number of shares of Common Stock equal to the quotient of the aggregate outstanding principal amount and all accrued and unpaid interest due under the December 2014 Notes divided by $5.94.

4. Consists of a December 2014 Note with a principal balance of $1,000,000 and interest accrued through November 19, 2015 of $71,233 convertible into 180,342 shares of Common Stock. The December 2014 Notes will continue to accrue interest until the closing of the issuer's initial public offering.

5. The issuer's 8% Convertible Notes (the "2015 Notes") will automatically convert upon the closing of the issuer's initial public offering into a number of shares of Common Stock equal to the quotient of the aggregate outstanding principal amount and all accrued and unpaid interest due under the 2015 Notes divided by $5.94.

6. Consists of a 2015 Note with a principal balance of $800,000 and interest accrued through November 19, 2015 of $34,718 convertible into 140,524 shares of Common Stock. The 2015 Notes will continue to accrue interest until the closing of the issuer's initial public offering.

7. This option was granted on September 16, 2014 and is currently vested and exercisable with respect to 3,672 shares underlying the option. The remaining shares underlying the unvested portion of the option will vest in equal annual installments such that the option will be fully vested on September 16, 2017.

Remarks:

Exhibit List Exhibit 24 - Power of Attorney

	/s/ Constance Ames, Attorney-in-Fact	11/19/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.