Sec Form 3 Filing - Maizel Ari @ Axsome Therapeutics, Inc. - 2024-10-14

FORM 3 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 Maizel Ari 2. Issuer Name and Ticker or Trading Symbol Axsome Therapeutics, Inc. [ AXSM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Commercial Officer (Last) (First) (Middle) C/O AXSOME THERAPEUTICS, INC., ONE WORLD TRADE CENTER, 22ND FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 10/14/2024 (Street) NEW YORK, NY10007 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

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 Stock Option (Right to Buy) $ 70.73 ( 1 ) 09/25/2033 Common Stock 38,710 D Stock Option (Right to Buy) $ 84 ( 2 ) 02/27/2034 Common Stock 23,593 D Restricted Stock Units ( 4 ) ( 3 ) ( 3 ) Common Stock 16,302 D Restricted Stock Units ( 4 ) ( 5 ) ( 5 ) Common Stock 12,956 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Maizel Ari C/O AXSOME THERAPEUTICS, INC. ONE WORLD TRADE CENTER, 22ND FLOOR NEW YORK, NY10007 Chief Commercial Officer Signatures /s/ Nick Pizzie, Attorney-in-Fact 10/24/2024 Signature of Reporting Person Date

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.

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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