TAKEDA PHARMACEUTICAL CO LTD - 01 Jul 2022 Form 4 Insider Report for Ovid Therapeutics Inc. (OVID)

Role
10%+ Owner
Signature
/s/ Yoshihiro Nakagawa, Corporate Officer, Global General Counsel of Takeda Pharmaceutical Company Limited
Issuer symbol
OVID
Transactions as of
01 Jul 2022
Net transactions value
$0
Form type
4
Filing time
06 Jul 2022, 06:28:15 UTC
Previous filing
09 May 2022
Next filing
01 Dec 2022
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction OVID Common Stock Other $0 -5,750,000 -100% $0.000000* 0 01 Jul 2022 See Explanation of Responses F1
transaction OVID Common Stock Other $0 +5,750,000 $0.000000 5,750,000 01 Jul 2022 See Explanation of Responses F1
holding OVID Common Stock 1,781,996 01 Jul 2022 Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction OVID Series A Convertible Preferred Stock Other $0 -1,250 -100% $0.000000* 0 01 Jul 2022 Common Stock 1,250,000 $0.000000 See Explanation of Responses F1, F2, F3
transaction OVID Series A Convertible Preferred Stock Other $0 +1,250 $0.000000 1,250 01 Jul 2022 Common Stock 1,250,000 $0.000000 See Explanation of Responses F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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.