Tabuteau Herriot Form 3 Axsome Therapeutics / HERRIOT TABUTEAU ownership change

SEC Form 3

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^*

TABUTEAU HERRIOT

(Last) (First) (Middle)

25 BROADWAY, 9TH FLOOR

(Street)

NEW YORK NY 10004

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/19/2015

3. Issuer Name and Ticker or Trading Symbol
Axsome Therapeutics, Inc. [ AXSM ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Chief Executive Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	7,344,500	I	By Antecip Capital LLC(1)

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: 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
8% Convertible Note	06/16/2015(2)	06/16/2025	Common Stock	7,221(3)	5.94	D

Explanation of Responses:

1. The reporting person is the managing member of Antecip Capital LLC and so may be deemed to beneficially own such shares of common stock.

2. The issuer's 8% Convertible Notes (the "Notes") will automatically convert upon the closing of the issuer's initial public offering into a number of shares of Common Stock equal to the quotient of the aggregate outstanding principal amount and all accrued and unpaid interest due under the Notes divided by $5.94.

3. Consists of a Note with a principal balance of $41,469.47 and interest accrued through November 19, 2015 of $1,427 convertible into 7,221 shares of Common Stock. The Notes will continue to accrue interest until the closing of the issuer's initial public offering.

Remarks:

Exhibit List Exhibit 24 - Power of Attorney

	/s/ Constance Ames, Attorney-in-Fact	11/19/2015
	** 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).
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