Statement of Changes in Beneficial Ownership (4)

FORM 4

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * TAKEDA PHARMACEUTICAL CO LTD	2. Issuer Name and Ticker or Trading Symbol Ovid Therapeutics Inc. [ OVID ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    __X__ 10% Owner _____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle) 1-1, NIHONBASHI-HONCHO 2-CHOME	3. Date of Earliest Transaction (MM/DD/YYYY) 10/8/2019
(Street) CHUO-KU, TOKYO, M0 103-8668 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person _ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/8/2019		P		2000000	A	$2.50	5750000	I	See Explanation of Responses (1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:
(1)	This statement is being filed jointly by Takeda Pharmaceutical Company Limited and Millennium Pharmaceuticals, Inc.
(2)	Takeda Pharmaceutical Company Limited's beneficial ownership of the Issuer's Common Stock is comprised of 1,781,996 shares of Common Stock that it holds directly and 5,750,000 shares of Common Stock held directly by Millennium Pharmaceuticals, Inc., which is a direct, wholly owned subsidiary of Takeda Pharmaceuticals U.S.A. Inc., which is owned directly by both Takeda Pharmaceutical Company Limited (58.09%) and Takeda Pharmaceuticals International AG (41.91%). Takeda Pharmaceuticals International AG is a wholly owned subsidiary of Takeda Pharmaceutical Company Limited.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
TAKEDA PHARMACEUTICAL CO LTD 1-1, NIHONBASHI-HONCHO 2-CHOME CHUO-KU, TOKYO, M0 103-8668		X
MILLENNIUM PHARMACEUTICALS INC 40 LANDSDOWNE STREET CAMBRIDGE, MA 02139		X

Signatures
/s/ Yoshihiro Nakagawa, Corporate Officer, Global General Counsel of Takeda Pharmaceutical Company Limited		11/22/2019
**Signature of Reporting Person		Date
/s/ Paul Sundberg, Attorney-in-Fact for Millennium Pharmaceuticals, Inc.		11/22/2019
**Signature of Reporting Person		Date