SEC Form 3 filed by new insider Maizel Ari
$AXSM
Biotechnology: Pharmaceutical Preparations
Health Care
| 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 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 10/14/2024 |
3. Issuer Name and Ticker or Trading Symbol
Axsome Therapeutics, Inc. [ AXSM ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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: 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 | ||||
| Stock Option (Right to Buy) | (1) | 09/25/2033 | Common Stock | 38,710 | $70.73 | D | |
| Stock Option (Right to Buy) | (2) | 02/27/2034 | Common Stock | 23,593 | $84 | D | |
| Restricted Stock Units | (3) | (3) | Common Stock | 16,302 | (4) | D | |
| Restricted Stock Units | (5) | (5) | Common Stock | 12,956 | (4) | D | |
| Explanation of Responses: |
| 1. The option was granted on September 25, 2023. 25% of the option vests on the one (1) year anniversary of the date of grant, with the remaining 75% to vest in equal increments on a quarterly basis over a four (4) year period, until fully vested. |
| 2. The option was granted on February 27, 2024 and vests in equal increments on a quarterly basis over a four (4) year period, until fully vested. |
| 3. The restricted stock units ("RSU") was granted on September 25, 2023. 25% of the RSUs will vest on the one (1) year anniversary of the date of grant. The remaining RSUs will vest in three substantially equal annual installments, such that the RSUs will be fully vested on September 25, 2027. Vested shares will be delivered to the reporting person upon the earlier of (i) the closing of a Change in Control (as defined in the Issuer's Amended and Restated 2015 Omnibus Incentive Compensation Plan (the "Plan")), (ii) the reporting person's separation of service from the Issuer (including termination with or without Cause (as defined in the Plan), or termination due to death or disability) of the reporting person, or (iii) seven (7) years from the date of grant. |
| 4. Each RSU represents a contingent right to receive one share of the Issuer's common stock. |
| 5. The RSUs were granted on February 27, 2024. 25% of the RSUs will vest on the one (1) year anniversary of the date of grant. The remaining RSUs will vest in three substantially equal annual installments, such that the RSUs will be fully vested on February 27, 2028. Vested shares will be delivered to the reporting person upon the earlier of (i) the closing of a Change in Control (as defined in the Plan), (ii) the reporting person's separation of service from the Issuer (including termination with or without Cause (as defined in the Plan), or termination due to death or disability) of the reporting person, or (iii) seven (7) years from the date of grant. |
| Remarks: |
| 1) Exhibit List Exhibit 24 - Power of Attorney; 2) Ari Maizel was promoted to Chief Commercial Officer from his previous position as Executive Vice President, Head of Commercial. Mr. Maizel joined Axsome Therapeutics, Inc. (the "Issuer") in September 2023. |
| /s/ Nick Pizzie, Attorney-in-Fact | 10/24/2024 | |
| ** Signature of Reporting Person | Date | |
| 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 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||