SEC Form 4
| FORM 4 | 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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Minerva Neurosciences, Inc. [ NERV ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 05/14/2019 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | ||||||
| Common Stock | 05/14/2019 | S | 36,574(1) | D | $7.0548(2) | 4,572,615(3) | I | See Footnote(4) | ||
| Common Stock | 05/15/2019 | S | 53,418(5) | D | $6.6357(6) | 4,519,197(7) | I | See Footnote(4) | ||
| Common Stock | 05/16/2019 | S | 44,836(8) | D | $6.3715(9) | 4,474,361(10) | I | See Footnote(4) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Represents 6,340 shares sold by Index Ventures III (Jersey), L.P. ("Index III Jersey"), 12,878 shares sold by Index Ventures III (Delaware), L.P. ("Index III Delaware"), 229 shares sold by Index Ventures III Parallel Entrepreneur Fund (Jersey) L.P. ("Index III Parallel" and, together with Index III Jersey and Index III Delaware, the "Index III Funds"), 8,806 shares sold by Index Ventures IV (Jersey) L.P. ("Index IV Jersey"), 836 shares sold by Index Ventures IV Parallel Entrepreneur Fund (Jersey) L.P. ("Index IV Parallel" and, together with Index IV Jersey, the "Index IV Funds"), 6,964 shares sold by Index Ventures V (Jersey), L.P. ("Index V Jersey"), 57 shares sold by Index Ventures V Parallel Entrepreneur Fund (Jersey), L.P. ("Index V Parallel" and, together with Index V Jersey, the "Index V Funds") and 464 shares sold by Yucca (Jersey) SLP ("Yucca Jersey"). |
| 2. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.78 to $7.41. The reporting persons undertake to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 3. Represents 792,590 shares held directly by Index III Jersey, 1,610,063 shares held directly by Index III Delaware, 28,682 shares held directly by Index III Parallel, 1,100,993 shares held directly by Index IV Jersey, 104,506 shares held directly by Index IV Parallel, 870,675 shares held directly by Index V Jersey, 7,055 shares held directly by Index V Parallel and 58,051 shares held directly by Yucca Jersey. |
| 4. Index Venture Associates III Ltd. ("Index III GP") is the general partner of the Index III Funds, Index Venture Associates IV Ltd. ("Index IV GP") is the general partner of the Index IV Funds and Index Venture Associates V Ltd. ("Index V GP") is the general partner of the Index V Funds. Yucca (Jersey) SLP is the Administrator of the Index Co-Investment Scheme acting through Intertrust Employee Benefit Services Limited. Each of Index III GP, Index IV GP and Index V GP disclaims Section 16 beneficial ownership of the securities held by the Index III Funds, Index IV Funds and Index V Funds, respectively, and the shares held by Yucca Jersey, except to the extent of its respective pecuniary interest therein, if any, and this report shall not be deemed an admission that Index III GP, Index IV GP or Index V GP is the beneficial owner of such securities for Section 16 or any other purpose. |
| 5. Represents 9,259 shares sold by Index III Jersey, 18,809 shares sold by Index III Delaware, 335 shares sold by Index III Parallel, 12,862 shares sold by Index IV Jersey, 1,221 shares sold by Index IV Parallel, 10,171 shares sold by Index V Jersey, 83 shares sold by Index V Parallel and 678 shares sold by Yucca Jersey. |
| 6. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.50 to $6.79. The reporting persons undertake to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 7. Represents 783,331 shares held directly by Index III Jersey, 1,591,254 shares held directly by Index III Delaware, 28,347 shares held directly by Index III Parallel, 1,088,131 shares held directly by Index IV Jersey, 103,285 shares held directly by Index IV Parallel, 860,504 shares held directly by Index V Jersey, 6,972 shares held directly by Index V Parallel and 57,373 shares held directly by Yucca Jersey. |
| 8. Represents 7,772 shares sold by Index III Jersey, 15,787 shares sold by Index III Delaware, 281 shares sold by Index III Parallel, 10,796 shares sold by Index IV Jersey, 1,025 shares sold by Index IV Parallel, 8,537 shares sold by Index V Jersey, 69 shares sold by Index V Parallel and 569 shares sold by Yucca Jersey. |
| 9. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.26 to $6.525. The reporting persons undertake to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 10. Represents 775,559 shares held directly by Index III Jersey, 1,575,467 shares held directly by Index III Delaware, 28,066 shares held directly by Index III Parallel, 1,077,335 shares held directly by Index IV Jersey, 102,260 shares held directly by Index IV Parallel, 851,967 shares held directly by Index V Jersey, 6,903 shares held directly by Index V Parallel and 56,804 shares held directly by Yucca Jersey. |
| Remarks: |
| Index Venture Associates III Ltd., By: /s/ Nigel Greenwood, Director | 05/16/2019 | |
| Index Venture Associates IV Ltd., By: /s/ Michael Johnson, Director | 05/16/2019 | |
| Index Venture Associates V Ltd., By: /s/ Michael Johnson, Director | 05/16/2019 | |
| YUCCA (JERSEY) SLP, By Intertrust Employee Benefit Services Limited, as authorized signatory of Yucca (Jersey) SLP in its capacity as Administrator of the Index Co-Investment Scheme, By: /s/ Sarah Earles, /s/ Michael Johnson, Its: Authorized Signatories | 05/16/2019 | |
| ** 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 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). | ||
| 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. | ||