OVID Therapeutics Inc.
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(Name of Issuer)
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Common Stock
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(Title of Class of Securities)
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690469101
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(CUSIP Number)
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Terry Regas 71 S. Wacker Dr. Suite 1900 Chicago, IL 60606 312-264-2196
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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2/20/2019
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(Date of Event which Requires Filing of this Statement)
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SCHEDULE 13D
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CUSIP No. 690469101 |
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Page 2 of 12 Pages |
1
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NAMES OF REPORTING PERSONS
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Mark Feldberg |
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☒
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO |
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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U.S. Citizen |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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|||
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8
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SHARED VOTING POWER
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3,340,579 (see Item 5)
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9
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SOLE DISPOSITIVE POWER
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10
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SHARED DISPOSITIVE POWER
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3,340,579 (see Item 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,340,579 (see Item 5) |
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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||||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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9.0% |
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN, HC |
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SCHEDULE 13D
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CUSIP No. 690469101 |
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Page 3 of 12 Pages |
1
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NAMES OF REPORTING PERSONS
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TLS Advisors LLC |
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☒
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(b)
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☐
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||||
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||||
3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO |
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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State of Delaware |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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8
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SHARED VOTING POWER
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3,340,579 (see Item 5)
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9
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SOLE DISPOSITIVE POWER
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||||
10
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SHARED DISPOSITIVE POWER
|
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3,340,579 (see Item 5)
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||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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3,340,579 (see Item 5) |
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|||
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||||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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||||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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9.0% |
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA, HC, OO |
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SCHEDULE 13D
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CUSIP No. 690469101 |
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Page 4 of 12 Pages |
1
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NAMES OF REPORTING PERSONS
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Shira Capital LLC |
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☒
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(b)
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☐
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||||
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||||
3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC |
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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||||
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||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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State of Delaware |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
|
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|||
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8
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SHARED VOTING POWER
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2,982,522 (see Item 5)
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9
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SOLE DISPOSITIVE POWER
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|||
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10
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SHARED DISPOSITIVE POWER
|
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2,982,522 (see Item 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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2,982,522 (see Item 5) |
|
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|||
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||||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
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☐
|
||
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||||
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||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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8.0% |
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO |
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SCHEDULE 13D
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CUSIP No. 690469101 |
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Page 5 of 12 Pages |
1
|
NAMES OF REPORTING PERSONS
|
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TradeLink Securities LLC |
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|||
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||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
||
(b)
|
☐
|
||||
|
|
||||
3
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SEC USE ONLY
|
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||||
4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
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WC |
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|||
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||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
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|
||||
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|
||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
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State of Delaware |
|
|
|||
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|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|||
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|
||||
8
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SHARED VOTING POWER
|
|
|
||
358,057 (see Item 5)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
358,057 (see Item 5)
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|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
358,057 (see Item 5) |
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
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1.0% (see Item 5) |
|
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|||
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||||
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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BD, OO |
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SCHEDULE 13D
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CUSIP No. 690469101 |
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Page 6 of 12 Pages |
1
|
NAMES OF REPORTING PERSONS
|
|
|
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Tripletail Capital Management LP |
|
|
|||
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|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
AF |
|
|
|||
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|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
State of Delaware |
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
3,340,579 (see Item 5)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
3,340,579 (see Item 5)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
3,340,579 (see Item 5) |
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
9.0% |
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN, HC |
|
|
|||
|
|
SCHEDULE 13D
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|
Page 7 of 12 Pages |
(a)
|
The Group of Reporting Persons may be deemed to beneficially own, in the aggregate, 3,340,579 Shares, representing
approximately 8.99% of the outstanding Common Shares of the Issuer. Shira Capital LLC is the Holder of Record of 2,982,522 shares, and TradeLink Securities LLC is the Holder of Record of 358,057 Shares. Tripletail Capital Management
LP is the Sole Member of Shira Capital LLC and TradeLink Securities LLC. TLS Advisors LLC is the Adviser to all three entities.
|
SCHEDULE 13D
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Page 8 of 12 Pages |
(b) |
The Group of Reporting Persons
has shared voting power and shared dispositive power with regarding to the 3,340,759 Shares.
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(c) |
The following table sets forth all transactions with respect to Shares effected during the past sixty (60) days by any of the Reporting
Persons. Except as otherwise noted below, all such transactions were purchases or sales of Shares effected in the open market. Sales are indicated with ( ).
|
Entity
|
Trade Date
|
Share Quantity
|
Price Range
|
Amount
|
TradeLink Securities LLC
|
12/24/2018
|
643
|
2.65
|
1,703.95
|
TradeLink Securities LLC
|
12/26/2018
|
7,000
|
2.59 to 2.65
|
18,340.00
|
TradeLink Securities LLC
|
12/27/2018
|
11,300
|
2.52 to 2.63
|
29,135.92
|
TradeLink Securities LLC
|
12/28/2018
|
4,000
|
2.49 to 2.52
|
10,020.00
|
TradeLink Securities LLC
|
12/31/2018
|
955
|
2.49
|
2,377.95
|
TradeLink Securities LLC
|
1/2/2019
|
2,000
|
2.41 to 2.42
|
4,830.00
|
TradeLink Securities LLC
|
1/8/2019
|
(2,592)
|
3.09 to 3.22
|
(8,144.32)
|
TradeLink Securities LLC
|
1/9/2019
|
(135)
|
3.20
|
(432.00)
|
TradeLink Securities LLC
|
1/10/2019
|
(1,100)
|
3.20 to 3.22
|
(3,527.04)
|
TradeLink Securities LLC
|
1/11/2019
|
(7,000)
|
3.20 to 3.49
|
(23,055.20)
|
TradeLink Securities LLC
|
1/14/2019
|
(853)
|
3.45 to 3.46
|
(2,949.42)
|
TradeLink Securities LLC
|
1/17/2019
|
(641)
|
3.45 to 3.46
|
(2,212.86)
|
TradeLink Securities LLC
|
1/18/2019
|
(5,000)
|
3.45 to 3.54
|
(17,479.00)
|
TradeLink Securities LLC
|
1/22/2019
|
(500)
|
3.56
|
(1,780.00)
|
TradeLink Securities LLC
|
2/20/2019
|
303,528
|
1.75 to 2.15
|
549,264.27
|
Shira Capital LLC
|
1/4/2019
|
(1,111)
|
3.02 to 3.04
|
(3,362.44)
|
Shira Capital LLC
|
1/7/2019
|
(1,000)
|
3.02 to 3.03
|
(3,025.00)
|
Shira Capital LLC
|
1/8/2019
|
(3,408)
|
3.04 to 3.09
|
(10,430.87)
|
Shira Capital LLC
|
2/20/2019
|
2,000,000**
|
2.00 to 2.00
|
4,000,000.00
|
** From Additional Offering by Ovid Therapeutics LLC
|
SCHEDULE 13D
|
||
|
Page 9 of 12 Pages |
1
|
Certain Information about the Reporting Persons
|
2
|
Joint Filing Agreement
|
SCHEDULE 13D
|
||
|
Page 10 of 12 Pages |
By: /s/ Terry Regas
|
|
Terry
Regas
|
|
CCO-TLS Advisors LLC | |
Director of Compliance-TradeLink Securities LLC | |
|
|
By: /s/ Jennifer Lidel |
By: /s/ Jennifer Lidel
|
Jennifer Lidel, President
|
Jennifer
Lidel, President
|
TLS Advisors LLC
|
Shira
Capital LLC
|
2/28/2019
|
2/28/2019
|
|
|
|
|
By: /s/ Jennifer Lidel |
By: /s/ Jennifer Lidel
|
Jennifer Lidel, President
|
Jennifer Lidel, President
|
TradeLink Securities LLC
|
TLS
Advisors LLC-General Partner
|
2/28/2019 | 2/28/2019 |
By: /s/ Mark Feldberg | |
Mark Feldberg | |
2/28/2019 |
SCHEDULE 13D
|
||
|
Page 11 of 12 Pages |
SCHEDULE 13D
|
||
|
Page 12 of 12 Pages |
By: /s/ Jennifer Lidel |
By: /s/ Jennifer Lidel
|
Jennifer Lidel, President
|
Jennifer
Lidel, President
|
TLS Advisors LLC
|
Shira
Capital LLC
|
2/28/2019
|
2/28/2019
|
|
|
|
|
By: /s/ Jennifer Lidel |
By: /s/ Jennifer Lidel
|
Jennifer Lidel, President
|
Jennifer Lidel, President
|
TradeLink Securities LLC
|
TLS
Advisors LLC-General Partner
|
2/28/2019 | 2/28/2019 |
By: /s/ Mark Feldberg | |
Mark Feldberg | |
2/28/2019 |