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^*

LEVIN JEREMY M

(Last)

(First)

(Middle)

C/O OVID THERAPEUTICS INC.

1460 BROADWAY, SUITE 15044

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/04/2017

3. Issuer Name and Ticker or Trading Symbol
Ovid Therapeutics Inc. [ OVID ]

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

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

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	4,186,045	D
Common Stock	465,116	I	See Footnote⁽¹⁾

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)
Series A Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	400,150	⁽²⁾	D
Series B Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	35,461	⁽²⁾	I	See Footnote⁽³⁾
Employee Stock Option (Right to Buy)	⁽⁴⁾	06/08/2025	Common Stock	372,093	$8.2	D
Employee Stock Option (Right to Buy)	⁽⁵⁾	07/11/2026	Common Stock	186,046	$6.26	D
Employee Stock Option (Right to Buy)	⁽⁶⁾	01/19/2027	Common Stock	232,558	$8.5	D

Explanation of Responses:

1. The reportable securities are owned directly by DSL-EAL Holdings LLC (the "LLC"). The Reporting Person is the manager of the LLC. The Reporting Person may be deemed to share voting and investment powers for the shares held by the LLC. The Reporting Person disclaims beneficial ownership of the shares held by the LLC and this report shall not be deemed an admission of beneficial ownership of such shares for the purposes of Section 16 or for any other purpose, except to the extent of any pecuniary interest therein.

2. Each share of Series A Preferred Stock and Series B Preferred Stock is convertible at any time, at the Reporting Person's election, on a one-for-one basis, has no expiration date and will convert into shares of common stock upon the closing of the Issuer's initial public offering.

3. The reportable securities are owned directly by Divo Holdings, LLC ("Divo"). The Reporting Person's spouse in the manager of Divo. The Reporting Person disclaims beneficial ownership of these shares and this report shall not be deemed an admission of beneficial ownership of such shares for the purposes of Section 16 or for any other purpose.

4. 25% of the shares subject to the Stock Option vested and became exercisable on June 8, 2016. The remaining shares vest in 36 equal monthly installments thereafter.

5. 25% of the shares subject to the Stock Option vested and became exercisable on January 1, 2017. The remaining shares vest in 36 equal monthly installments thereafter.

6. 25% of the shares subject to the Stock Option vest and become exercisable on January 1, 2018. The remaining shares vest in 36 equal monthly installments thereafter.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney

	/s/ Laura Berezin, Attorney-in-Fact	05/04/2017
	** 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.