Filing Details

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

 

 

Under the Securities Exchange Act of 1934

 

(Amendment No. 2)

OVID Therapeutics Inc.

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(Name of Issuer)

Common Stock

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(Title of Class of Securities)

690469101

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(CUSIP Number)

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)

11/26/19

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(Date of Event which Requires Filing of this Statement)

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7(b) for other parties to whom copies are to be sent.

 

*The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on 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 13D
CUSIP No. 690469101

1	NAMES OF REPORTING PERSONS
	TLS Advisors LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
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
			2,966,865 (see Item 5)
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER
			2,966,865 (see Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,966,865 (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)
	6.20% (see Item 5)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IA, HC, OO

 

SCHEDULE 13D
CUSIP No. 690469101

1	NAMES OF REPORTING PERSONS
	Shira Capital LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
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
			2,464,650 (see Item 5)
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER
			2,464,650 (see Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,464,650 (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)
	5.15% (see Item 5)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

 

SCHEDULE 13D
CUSIP No. 690469101

1	NAMES OF REPORTING PERSONS
	TradeLink Securities LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
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
			502,215 (see Item 5)
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER
			502,215 (see Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	502,215 (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)
	1.05% (see Item 5)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	BD, OO

 

SCHEDULE 13D
CUSIP No. 690469101

1	NAMES OF REPORTING PERSONS
	Tripletail Capital Management LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
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
			2,966,865 (see Item 5)
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER
			2,966,865 (see Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,966,865 (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)
	6.20% (see Item 5)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN, HC

 

 

The name of the subject company is OVID Therapeutics Inc.and the address of its principal executive office is 1460 Broadway New York, NY 10036. The class of securities to which this Statement relates to is the Common Stock, which will be referred to as “Shares” in this document.

 

(a)-(c); (f) This Statement is filed by TLS Advisors LLC, Shira Capital LLC, TradeLink Securities LLC and Tripletail Capital Management LP, and Mr. Mark Feldberg, who may be deemed to control these entities. These entities and the information responsive to Item 2 (a)-(c); (f) is listed in Exhibit 1. These entities and Mr. Feldberg are referred to as “Reporting Persons”. The information concerning the name, state or other place of organization, principal business, and the address of the principal office of each of the Reporting Persons, and information concerning the name, business address, present principal occupation or employment, and the name, principal business address of any corporation or other organization in which such employment or occupation is conducted, and the citizenship of the executive officers and directors of the Reporting Persons is filed as Exhibit 1.

(d); (e) During the last five years, none of the Reporting Persons or, to their knowledge, any of the directors or executive officers of the Reporting Persons, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violation of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Shares were acquired by the Reporting Persons in open market or private purchases, using working capital and affiliate funds of the Reporting Persons for an aggregate purchase price of $6,684,001.39. No other funds or consideration were borrowed or obtained for purposes of acquiring the Shares.

 

The Reporting Persons acquired the Shares for investment purposes. Mr. Feldberg has spoken to Dr. Jeremy Levin and various Board Members, and expects to continue to speak with the management of the Company to discuss enhancing shareholder value, improving asset optimization, and understanding market response to the activities of the Company. Mr. Feldberg is open to taking a more active role with the Company should the situation present itself.

One or more Reporting Persons may determine to purchase or sell Shares in the open market or otherwise, depending upon price, market conditions, availability of funds, evaluation of alternative investments, and other factors.

 

(a)

The Group of Reporting Persons may be deemed to beneficially own, in the aggregate, 2,966,865 Shares, representing approximately 6.20% of the outstanding Common Shares of the Issuer. Shira Capital LLC is the Holder of Record of 2,464,650 shares, and TradeLink Securities LLC is the Holder of Record of 502,215 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.

 

(b)	The Group of Reporting Persons has shared voting power and shared dispositive power with regarding to the 2,966,865 Shares.

(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 ( ).

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

By: /s/ Jennifer Lidel

 

 

By: /s/ Jennifer Lidel

By: /s/ Jennifer Lidel