0000950138-13-000377.txt : 20130909 0000950138-13-000377.hdr.sgml : 20130909 20130909170222 ACCESSION NUMBER: 0000950138-13-000377 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130909 DATE AS OF CHANGE: 20130909 GROUP MEMBERS: DAVID N. SOSLAND TRUST A GROUP MEMBERS: MORTON I. SOSLAND GROUP MEMBERS: SOSLAND FAMILY TRUST B PARTNERSHIP GROUP MEMBERS: SOSLAND FOUNDATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Intra-Cellular Therapies, Inc. CENTRAL INDEX KEY: 0001567514 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 364742850 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-87380 FILM NUMBER: 131086230 BUSINESS ADDRESS: STREET 1: 3960 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10032 BUSINESS PHONE: 212-923-3344 MAIL ADDRESS: STREET 1: 3960 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10032 FORMER COMPANY: FORMER CONFORMED NAME: Oneida Resources Corp. DATE OF NAME CHANGE: 20130122 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Sosland Morton I. CENTRAL INDEX KEY: 0001585668 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 4800 MAIN STREET STREET 2: SUITE 100 CITY: KANSAS CITY STATE: MO ZIP: 64112 SC 13G 1 schedule13g_09062013.htm schedule13g_09062013.htm


SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

________________

SCHEDULE 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN THE STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)

(Amendment No.__)*

Intra-Cellular Therapies, Inc.
(Name of Issuer)

Common Stock, par value $0.0001 per share
(Title of Class of Securities)

46116X 101
(CUSIP Number)

August 29, 2013
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
o           Rule 13d-1(b)
 
[X]           Rule 13d-1(c)
 
o           Rule 13d-1(d)
 
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


 
 
 
 
 
 SCHEDULE 13G
CUSIP No. 46116X101      
    Page 2 of 10 
 

     
1
NAMES OF REPORTING PERSONS
 
Morton I. Sosland
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)      [  ]
(b)      [X]
3
SEC USE ONLY
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States of America
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
SOLE VOTING POWER
5
3,388,389
  
SHARED VOTING POWER
6
0
  
SOLE DISPOSITIVE POWER
7
3,388,389
  
SHARED DISPOSITIVE POWER
8
0
  
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,388,389
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
[  ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
15.3%
  
12
TYPE OF REPORTING PERSON
 
IN
  



 
 
 
 SCHEDULE 13G
CUSIP No. 46116X101      
    Page 3 of 10 


     
1
NAMES OF REPORTING PERSONS
 
David N. Sosland Trust A
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)      [  ]
(b)      [X]
3
SEC USE ONLY
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Missouri
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
SOLE VOTING POWER
5
707,287
  
SHARED VOTING POWER
6
0
  
SOLE DISPOSITIVE POWER
7
707,287
  
SHARED DISPOSITIVE POWER
8
0
  
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
707,287
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
[  ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
3.2%
  
12
TYPE OF REPORTING PERSON
 
OO
  




 
 
 
 SCHEDULE 13G
CUSIP No. 46116X101      
    Page 4 of 10 


     
1
NAMES OF REPORTING PERSONS
 
Sosland Family Trust B Partnership
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)      [  ]
(b)      [X]
3
SEC USE ONLY
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Missouri
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
SOLE VOTING POWER
5
1,948,554
  
SHARED VOTING POWER
6
0
  
SOLE DISPOSITIVE POWER
7
1,948,554
  
SHARED DISPOSITIVE POWER
8
0
  
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,948,554
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
[  ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
8.8%
  
12
TYPE OF REPORTING PERSON
 
PN
  




 
 
 
 SCHEDULE 13G
CUSIP No. 46116X101      
    Page 5 of 10 


     
1
NAMES OF REPORTING PERSONS
 
The Sosland Foundation
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)      [  ]
(b)      [X]
3
SEC USE ONLY
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Missouri
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
SOLE VOTING POWER
5
732,548
  
SHARED VOTING POWER
6
0
  
SOLE DISPOSITIVE POWER
7
732,548
  
SHARED DISPOSITIVE POWER
8
0
  
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
732,548
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
[  ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
3.3%
  
12
TYPE OF REPORTING PERSON
 
CO
  


 
 
 
 SCHEDULE 13G
CUSIP No. 46116X101      
    Page 6 of 10 


Item 1(a).
Name of Issuer:
   
 
Intra-Cellular Therapies, Inc.
   
Item 1(b).
Address of Issuer’s Principal Executive Offices:
   
 
3960 Broadway
New York, New York 10032
   
Items 2(a)
and (b).
Name of Persons Filing and Address of Principal Business Office:
 
Morton I. Sosland
4800 Main Street, Suite 100
Kansas City, Missouri 64112
 
David N. Sosland Trust A
4800 Main Street, Suite 100
Kansas City, Missouri 64112
 
Sosland Family Trust B Partnership
4800 Main Street, Suite 100
Kansas City, Missouri 64112
 
The Sosland Foundation
4800 Main Street, Suite 100
Kansas City, Missouri 64112
 
Item 2(c).
Citizenship.
 
Morton I. Sosland is a citizen of the United States of America.
 
David N. Sosland Trust A is a Missouri trust.
 
Sosland Family Trust B Partnership is a Missouri partnership.
 
The Sosland Foundation is a Missouri non-profit corporation.
 
Item 2(d).
Title of Class of Securities:
   
 
Common Stock, par value $0.0001 per share (the “Common Stock”)
   
Item 2(e).
CUSIP Number:
   
 
46116X 101
   
Item 3.
Not applicable.
   
Item 4.
Ownership.
   
 
(a)
Amount beneficially owned:
 
 
 
 
 
 
 SCHEDULE 13G
CUSIP No. 46116X101      
    Page 7 of 10 
 
     
   
Morton I. Sosland is the beneficial owner of 3,388,389 shares of Common Stock.
 
The David N. Sosland Trust A is the beneficial owner of 707,287 shares of Common Stock.
 
The Sosland Family Trust B Partnership is the beneficial owner of 1,948,554 shares of Common Stock.
 
The Sosland Foundation is the beneficial owner of 732,548 shares of Common Stock.
     
 
(b)
Percent of class:
     
   
Morton I. Sosland is the beneficial owner of 15.3% of the outstanding shares of Common Stock.
 
The David N. Sosland Trust A is the beneficial owner of 3.2% of the outstanding shares of Common Stock.
 
The Sosland Family Trust B Partnership is the beneficial owner of 8.8% of the outstanding shares of Common Stock.
 
The Sosland Foundation is the beneficial owner of 3.3% of the outstanding shares of Common Stock.
     
 
(c)
Number of shares to which such person has power to vote, or direct the vote of, or to dispose, or to direct the disposition, of the shares:
     
   
As the Trustee of The David N. Sosland Trust A, Morton I. Sosland may direct the vote and disposition of all of the shares of Common Stock held by The David N. Sosland Trust.
 
As the Managing Partner of The Sosland Family Trust B Partnership, Morton I. Sosland may direct the vote and disposition of all of the shares of Common Stock held by The Sosland Family Trust B Partnership.
 
As the Vice Chairman of The Sosland Foundation, Morton I. Sosland  may direct the vote and disposition of all of the shares of Common Stock held by The Sosland Foundation.
       
Item 5.
Ownership of Five Percent or Less of a Class.
   
 
Not applicable.
   
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
   
 
Not applicable
   
Item 7.
Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported By the Parent Holding Company.
   
 
Not applicable
 
 
 
 
 SCHEDULE 13G
CUSIP No. 46116X101      
    Page 8 of 10 
 
   
Item 8.
Identification and Classification of Members of the Group.
   
 
Not applicable
   
Item 9.
Notice of Dissolution of a Group.
   
 
Not applicable
   
Item 10.
Certification.
   
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
   
Exhibits
Exhibit A
   
 
Joint Filing Agreement dated September 9, 2013, by and among Morton I. Sosland, The David N. Sosland Trust A, The Sosland Family Trust B Partnership and The Sosland Foundation.


 
 
 

 SCHEDULE 13G
CUSIP No. 46116X101      
    Page 9 of 10 

 
SIGNATURE
 
After reasonable inquiry and to the best of his or her knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
 
Dated:
September 9, 2013


   
   
By:
 /s/ Morton I. Sosland
 
Morton I. Sosland
   


 
David N. Sosland Trust A
 
   
By:
  /s/ Morton I. Sosland
 
Morton I. Sosland, as Trustee
   


 
Sosland Family Trust B Partnership
 
   
By:
  /s/ Morton I. Sosland
 
Morton I. Sosland, as Managing Partner
   


 
The Sosland Foundation
 
   
By:
  /s/ Morton I. Sosland
 
Morton I. Sosland, as Vice Chairman
   




 
 
 
 SCHEDULE 13G
CUSIP No. 46116X101      
    Page 10 of 10 

EXHIBIT A


JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock of Intra-Cellular Therapies, Inc., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.
 
 
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

Dated: September 9, 2013
   
     /s/ Morton I. Sosland
   
Morton I. Sosland
       
       
 
 
David N. Sosland Trust A
   
 
By:
 /s/ Morton I. Sosland
     
Morton I. Sosland, Trustee
       
       
 
 
Sosland Family Trust B Partnership
   
 
By:
 /s/ Morton I. Sosland
     
Morton I. Sosland, Managing Partner
       
       
 
 
The Sosland Foundation
   
 
By:
 /s/ Morton I. Sosland
     
Morton I. Sosland, Vice Chairman