SEC Form 4 · accession 0001104659-15-001294
Minerva Neurosciences, Inc. · NERV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jan 6, 2015
Accepted (ET)
Jan 8, 2015 · 6:01 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001598646
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Jan 6, 2015 | S | 396,871 | $7.94 | D | 3,486,341 | I | See Footnote |
| Common StockF4,F5,F6 | Jan 7, 2015 | S | 64,278 | $5.85 | D | 3,422,063 | I | See Footnote |
| Common StockF7,F8,F9 | Jan 8, 2015 | S | 70,659 | $5.66 | D | 3,351,404 | I | See Footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The shares were sold as follows: 390,352 by Care Capital Investments III L.P. and 6,519 by Care Capital Offshore Investments III LP.
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.00 to $6.50, inclusive. The reporting person undertakes to provide to Minerva Neurosciences, Inc., 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 ranges set forth in footnotes (2) (5) and (8).
- F3Consists of 3,429,076 shares held by Care Capital Investments III L.P. and 57,265 shares held by Care Capital Offshore Investments III LP. Care Capital III, LLC is the general partner of Care Capital Investments III L.P. and Care Capital Offshore Investments III LP and as a result, Care Capital III, LLC has the ultimate power to vote or direct the vote and to dispose or direct the disposition of such shares. Care Capital III, LLC is managed by three or more members and accordingly none of the managing members is deemed to have voting or dispositive control over the securities.
- F4The shares were sold as follows: 63,222 by Care Capital Investments III L.P. and 1,056 by Care Capital Offshore Investments III LP.
- F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.42 to $5.50, inclusive.
- F6Consists of 3,365,854 shares held by Care Capital Investments III L.P. and 56,209 shares held by Care Capital Offshore Investments III LP. Care Capital III, LLC is the general partner of Care Capital Investments III L.P. and Care Capital Offshore Investments III LP and as a result, Care Capital III, LLC has the ultimate power to vote or direct the vote and to dispose or direct the disposition of such shares. Care Capital III, LLC is managed by three or more members and accordingly none of the managing members is deemed to have voting or dispositive control over the securities.
- F7The shares were sold as follows: 69,499 by Care Capital Investments III L.P. and 1,160 by Care Capital Offshore Investments III LP.
- F8The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.88 to $5.56, inclusive.
- F9Consists of 3,296,355 shares held by Care Capital Investments III L.P. and 55,049 shares held by Care Capital Offshore Investments III LP. Care Capital III, LLC is the general partner of Care Capital Investments III L.P. and Care Capital Offshore Investments III LP and as a result, Care Capital III, LLC has the ultimate power to vote or direct the vote and to dispose or direct the disposition of such shares. Care Capital III, LLC is managed by three or more members and accordingly none of the managing members is deemed to have voting or dispositive control over the securities.