SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN THE STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)
(Amendment No.__)*
Intra-Cellular Therapies, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
46116X 101
(CUSIP Number)
August 29, 2013
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
[X] Rule 13d-1(c)
o Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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SCHEDULE 13G
CUSIP No. 46116X101
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Page 2 of 10 |
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1
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NAMES OF REPORTING PERSONS
Morton I. Sosland
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [ ]
(b) [X]
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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SOLE VOTING POWER
5
3,388,389
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SHARED VOTING POWER
6
0
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SOLE DISPOSITIVE POWER
7
3,388,389
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SHARED DISPOSITIVE POWER
8
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,388,389
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
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[ ]
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
15.3%
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12
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TYPE OF REPORTING PERSON
IN
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SCHEDULE 13G
CUSIP No. 46116X101
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Page 3 of 10 |
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1
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NAMES OF REPORTING PERSONS
David N. Sosland Trust A
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [ ]
(b) [X]
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Missouri
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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SOLE VOTING POWER
5
707,287
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SHARED VOTING POWER
6
0
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SOLE DISPOSITIVE POWER
7
707,287
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SHARED DISPOSITIVE POWER
8
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
707,287
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
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[ ]
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.2%
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12
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TYPE OF REPORTING PERSON
OO
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SCHEDULE 13G
CUSIP No. 46116X101
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Page 4 of 10 |
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1
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NAMES OF REPORTING PERSONS
Sosland Family Trust B Partnership
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [ ]
(b) [X]
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Missouri
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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SOLE VOTING POWER
5
1,948,554
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SHARED VOTING POWER
6
0
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SOLE DISPOSITIVE POWER
7
1,948,554
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SHARED DISPOSITIVE POWER
8
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,948,554
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
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[ ]
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.8%
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12
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TYPE OF REPORTING PERSON
PN
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SCHEDULE 13G
CUSIP No. 46116X101
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Page 5 of 10 |
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1
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NAMES OF REPORTING PERSONS
The Sosland Foundation
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [ ]
(b) [X]
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Missouri
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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SOLE VOTING POWER
5
732,548
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SHARED VOTING POWER
6
0
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SOLE DISPOSITIVE POWER
7
732,548
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SHARED DISPOSITIVE POWER
8
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
732,548
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
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[ ]
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.3%
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12
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TYPE OF REPORTING PERSON
CO
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SCHEDULE 13G
CUSIP No. 46116X101
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Page 6 of 10 |
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Item 1(a).
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Name of Issuer:
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Intra-Cellular Therapies, Inc.
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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3960 Broadway
New York, New York 10032
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Items 2(a)
and (b).
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Name of Persons Filing and Address of Principal Business Office:
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Morton I. Sosland
4800 Main Street, Suite 100
Kansas City, Missouri 64112
David N. Sosland Trust A
4800 Main Street, Suite 100
Kansas City, Missouri 64112
Sosland Family Trust B Partnership
4800 Main Street, Suite 100
Kansas City, Missouri 64112
The Sosland Foundation
4800 Main Street, Suite 100
Kansas City, Missouri 64112
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Item 2(c).
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Citizenship.
Morton I. Sosland is a citizen of the United States of America.
David N. Sosland Trust A is a Missouri trust.
Sosland Family Trust B Partnership is a Missouri partnership.
The Sosland Foundation is a Missouri non-profit corporation.
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Item 2(d).
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Title of Class of Securities:
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Common Stock, par value $0.0001 per share (the “Common Stock”)
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Item 2(e).
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CUSIP Number:
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46116X 101
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Item 3.
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Not applicable.
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Item 4.
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Ownership.
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(a)
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Amount beneficially owned:
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SCHEDULE 13G
CUSIP No. 46116X101
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Page 7 of 10 |
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Morton I. Sosland is the beneficial owner of 3,388,389 shares of Common Stock.
The David N. Sosland Trust A is the beneficial owner of 707,287 shares of Common Stock.
The Sosland Family Trust B Partnership is the beneficial owner of 1,948,554 shares of Common Stock.
The Sosland Foundation is the beneficial owner of 732,548 shares of Common Stock.
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(b)
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Percent of class:
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Morton I. Sosland is the beneficial owner of 15.3% of the outstanding shares of Common Stock.
The David N. Sosland Trust A is the beneficial owner of 3.2% of the outstanding shares of Common Stock.
The Sosland Family Trust B Partnership is the beneficial owner of 8.8% of the outstanding shares of Common Stock.
The Sosland Foundation is the beneficial owner of 3.3% of the outstanding shares of Common Stock.
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(c)
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Number of shares to which such person has power to vote, or direct the vote of, or to dispose, or to direct the disposition, of the shares:
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As the Trustee of The David N. Sosland Trust A, Morton I. Sosland may direct the vote and disposition of all of the shares of Common Stock held by The David N. Sosland Trust.
As the Managing Partner of The Sosland Family Trust B Partnership, Morton I. Sosland may direct the vote and disposition of all of the shares of Common Stock held by The Sosland Family Trust B Partnership.
As the Vice Chairman of The Sosland Foundation, Morton I. Sosland may direct the vote and disposition of all of the shares of Common Stock held by The Sosland Foundation.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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Not applicable.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported By the Parent Holding Company.
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Not applicable
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SCHEDULE 13G
CUSIP No. 46116X101
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Page 8 of 10 |
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Item 8.
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Identification and Classification of Members of the Group.
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Not applicable
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Item 9.
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Notice of Dissolution of a Group.
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Not applicable
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Item 10.
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Certification.
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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Exhibits
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Exhibit A
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Joint Filing Agreement dated September 9, 2013, by and among Morton I. Sosland, The David N. Sosland Trust A, The Sosland Family Trust B Partnership and The Sosland Foundation.
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SCHEDULE 13G
CUSIP No. 46116X101
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Page 9 of 10 |
SIGNATURE
After reasonable inquiry and to the best of his or her knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
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Dated:
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September 9, 2013
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By:
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/s/ Morton I. Sosland
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Morton I. Sosland
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David N. Sosland Trust A
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By:
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/s/ Morton I. Sosland | |
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Morton I. Sosland, as Trustee
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Sosland Family Trust B Partnership
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By:
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/s/ Morton I. Sosland | |
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Morton I. Sosland, as Managing Partner
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The Sosland Foundation
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By:
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/s/ Morton I. Sosland | |
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Morton I. Sosland, as Vice Chairman
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SCHEDULE 13G
CUSIP No. 46116X101
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Page 10 of 10 |
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock of Intra-Cellular Therapies, Inc., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
Dated: September 9, 2013
| /s/ Morton I. Sosland | |||
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Morton I. Sosland
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David N. Sosland Trust A
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By:
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/s/ Morton I. Sosland | ||
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Morton I. Sosland, Trustee
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Sosland Family Trust B Partnership
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By:
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/s/ Morton I. Sosland | ||
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Morton I. Sosland, Managing Partner
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The Sosland Foundation
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By:
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/s/ Morton I. Sosland | ||
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Morton I. Sosland, Vice Chairman
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