4//SEC Filing
TAKEDA PHARMACEUTICAL CO LTD 4
Accession 0001395064-22-000121
$TAKCIK 0001636651other
Filed
Jul 5, 8:00 PM ET
Accepted
Jul 6, 6:28 AM ET
Size
15.4 KB
Accession
0001395064-22-000121
Insider Transaction Report
Form 4
Takeda Pharmaceuticals U.S.A., Inc.
10% Owner
Transactions
- Other
Common Stock
2022-07-01+5,750,000→ 5,750,000 total(indirect: See Explanation of Responses) - Other
Series A Convertible Preferred Stock
2022-07-01−1,250→ 0 total(indirect: See Explanation of Responses)Exercise: $0.00→ Common Stock (1,250,000 underlying) - Other
Common Stock
2022-07-01−5,750,000→ 0 total(indirect: See Explanation of Responses) - Other
Series A Convertible Preferred Stock
2022-07-01+1,250→ 1,250 total(indirect: See Explanation of Responses)Exercise: $0.00→ Common Stock (1,250,000 underlying)
Holdings
- 1,781,996
Common Stock
TAKEDA PHARMACEUTICAL CO LTD
10% Owner
Transactions
- Other
Common Stock
2022-07-01−5,750,000→ 0 total(indirect: See Explanation of Responses) - Other
Common Stock
2022-07-01+5,750,000→ 5,750,000 total(indirect: See Explanation of Responses) - Other
Series A Convertible Preferred Stock
2022-07-01−1,250→ 0 total(indirect: See Explanation of Responses)Exercise: $0.00→ Common Stock (1,250,000 underlying) - Other
Series A Convertible Preferred Stock
2022-07-01+1,250→ 1,250 total(indirect: See Explanation of Responses)Exercise: $0.00→ Common Stock (1,250,000 underlying)
Holdings
- 1,781,996
Common Stock
Footnotes (3)
- [F1]On July 1, 2022, the reporting persons effected an internal reorganization (the "Restructuring") whereby Millennium Pharmaceuticals, Inc. ("Millennium"), a wholly owned subsidiary of Takeda Pharmaceuticals U.S.A., Inc. ("TPUSA"), distributed its shares of Ovid Therapeutics Inc.'s ("Ovid") common stock (the "Common Stock") to TPUSA. TPUSA is a direct subsidiary of Takeda Pharmaceutical Company Limited ("Takeda") (72.70%) and Takeda Pharmaceuticals International AG (27.30%). Takeda Pharmaceuticals International AG is a wholly owned subsidiary of Takeda. As such, Takeda is an indirect beneficial owner of the securities held by TPUSA, and its ownership remains unchanged from the Restructuring, including the 1,781,996 shares of Common Stock held directly by Takeda. No additional consideration was paid as part of the distribution of the Common Stock from Millennium to TPUSA.
- [F2]In connection with the Restructuring, Millennium also distributed 1,250 shares of Ovid's Series A convertible preferred stock (the "Preferred Stock") to TPUSA. Each share of Preferred Stock is convertible into 1,000 shares of Common Stock at any time at the election of TPUSA, subject to a conversion cap that prevents TPUSA from converting the Preferred Stock if TPUSA or Takeda would beneficially own more than 14.99% of the total number of shares of Common Stock issued and outstanding following such conversion. TPUSA may elect to increase this conversion cap to up to 19.99% of the total number of shares of Common Stock by providing 61 days' written notice to the issuer.
- [F3]The Preferred Stock has no expiration date.
Documents
Issuer
Ovid Therapeutics Inc.
CIK 0001636651
Entity typeother
Related Parties
1- filerCIK 0001395064
Filing Metadata
- Form type
- 4
- Filed
- Jul 5, 8:00 PM ET
- Accepted
- Jul 6, 6:28 AM ET
- Size
- 15.4 KB