Sec Form 4 Filing - LEVIN JEREMY M @ Ovid Therapeutics Inc. - 2019-10-08

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person LEVIN JEREMY M 2. Issuer Name and Ticker or Trading Symbol Ovid Therapeutics Inc. [ OVID] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO (Last) (First) (Middle) C/O OVID THERAPEUTICS INC., 1460 BROADWAY, SUITE 15044 3. Date of Earliest Transaction (MM/DD/YY) 10/08/2019 (Street) NEW YORK, NY10036 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 10/08/2019 P 60,000 A $ 2.5 ( 1 ) 4,736,529 D Common Stock 35,461 I See Footnote ( 2 ) Common Stock 465,116 I See Footnote ( 3 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LEVIN JEREMY M C/O OVID THERAPEUTICS INC. 1460 BROADWAY, SUITE 15044 NEW YORK, NY10036 X X CEO Signatures /s/ Danielle Mann for Jeremy M. Levin by POA 10/10/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares were purchased in a Public Offering of the Issuer at a public offering price of $2.50. ( 2 )The reportable securities are owned directly by Divo Holdings, LLC ("Divo"). The Reporting Person's spouse is the manager of Divo. The Reporting Person disclaims beneficial ownership of the shares held by Divo 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. ( 3 )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.

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 4(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).

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