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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Expires: February 28, 2011
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
  ALEXANDER MARGARET A.
2. Date of Event Requiring Statement (Month/Day/Year)
09/09/2024
3. Issuer Name and Ticker or Trading Symbol
Ovid Therapeutics Inc. [OVID]
(Last)
(First)
(Middle)
C/O OVID THERAPEUTICS INC., 441 NINTH AVENUE, 14TH FLOOR
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President and COO
5. If Amendment, Date Original Filed (Month/Day/Year)
(Street)

NEW YORK, NY 10001
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 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 28,125 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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 control number.

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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy)   (2) 08/02/2031 Common Stock 70,000 $ 3.73 D  
Employee Stock Option (right to buy)   (3) 08/05/2031 Common Stock 2,021 $ 3.74 D  
Employee Stock Option (right to buy)   (4) 02/03/2032 Common Stock 100,000 $ 2.72 D  
Employee Stock Option (right to buy)   (5) 04/08/2032 Common Stock 10,000 $ 3.22 D  
Employee Stock Option (right to buy)   (6) 02/23/2033 Common Stock 175,000 $ 2.5 D  
Employee Stock Option (right to buy)   (7) 02/22/2034 Common Stock 168,750 $ 3.68 D  
Employee Stock Option (right to buy)   (8) 07/30/2034 Common Stock 315,000 $ 1.05 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ALEXANDER MARGARET A.
C/O OVID THERAPEUTICS INC.
441 NINTH AVENUE, 14TH FLOOR
NEW YORK, NY 10001
      President and COO  

Signatures

/s/ Jason Minio, Attorney-in-Fact 09/11/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents a restricted stock unit (RSU) award. One-third (1/3) of the total number of RSUs shall vest on February 22, 2025 and one-third (1/3) of the remaining RSUs shall vest each year thereafter on anniversary of the vesting commencement date, subject to the Reporting Person's continuous service through such vesting date.
(2) 25% of the shares subject to the Stock Option vested and became exercisable on August 2, 2022 and the remaining shares vested or will vest in 36 equal monthly installments thereafter, subject to the Reporting Person's continued services through such date.
(3) Fully vested and exercisable.
(4) 25% of the shares subject to the Stock Option vested and became exercisable on February 3, 2023 and the remaining shares vested or will vest in 36 equal monthly installments thereafter, subject to the Reporting Person's continued services through such date.
(5) 25% of the shares subject to the Stock Option vested and became exercisable on April 8, 2023 and the remaining shares vested or will vest in 36 equal monthly installments thereafter, subject to the Reporting Person's continued services through such date.
(6) 25% of the shares subject to the Stock Option vested and became exercisable on February 23, 2024 and the remaining shares vested or will vest in 36 equal monthly installments thereafter, subject to the Reporting Person's continued services through such date.
(7) 25% of the shares subject to the Stock Option will vest and become exercisable on February 22, 2025 and the remaining shares will vest in 36 equal monthly installments thereafter, subject to the Reporting Person's continued services through such date.
(8) 50% of the shares subject to the Stock Option will vest and become exercisable on July 30, 2025 and the remaining shares will vest in 24 equal monthly installments thereafter, subject to the Reporting Person's continued services through such date.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.