SEC Form 4 · accession 0001104659-15-021404
Minerva Neurosciences, Inc. · NERV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Mar 18, 2015
Accepted (ET)
Mar 20, 2015 · 4:18 pm EDT
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 | Mar 18, 2015 | S | 1,200,000 | $5.75 | D | 1,669,292 | I | See Footnote |
| Common StockF3,F4,F5 | Mar 18, 2015 | S | 6,700 | $6.25 | D | 1,662,592 | I | See Footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The shares were sold in a single private transaction as follows: 1,180,289 by Care Capital Investments III L.P. and 19,711 by Care Capital Offshore Investments III LP.
- F2Consists of 1,641,874 shares held by Care Capital Investments III L.P. and 27,418 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.
- F3The shares were sold as follows: 6,590 by Care Capital Investments III L.P. and 110 by Care Capital Offshore Investments III LP.
- F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.29 to $6.20, 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 this footnote.
- F5Consists of 1,635,284 shares held by Care Capital Investments III L.P. and 27,308 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.