SEC Form 4 · accession 0001209191-17-008356
Minerva Neurosciences, Inc. · NERV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Remy Luthringer
Officer — President & CEO · Director
Period of report
Feb 3, 2017
Accepted (ET)
Feb 7, 2017 · 4:31 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 Stock | Feb 3, 2017 | M | 32,096 | $4.71 | A | 32,096 | D | |
| Common StockF2 | Feb 3, 2017 | S | 32,096 | $11.02 | D | 0 | D | |
| Common Stock | Feb 6, 2017 | M | 2,185 | $4.71 | A | 2,185 | D | |
| Common Stock | Feb 6, 2017 | S | 2,185 | $11.00 | D | 0 | D | |
| Common Stock | holding | — | — | — | 926,604 | I | By Wint2felden Holding SA |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F3 | $4.71 | Feb 3, 2017 | M | 32,096 | D | — | Dec 3, 2025 | Common Stock | 32,096 | 287,904 | D |
| Stock Option (Right to Buy)F3 | $4.71 | Feb 6, 2017 | M | 2,185 | D | — | Dec 3, 2025 | Common Stock | 2,185 | 285,719 | D |
Explanation of responses
- F1These sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 15, 2016.
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.00 - $11.10, inclusive. The Reporting Person undertakes 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 footnote (2) to this Form 4.
- F3This option shall vest as follows: 25% vested on December 4, 2016 and the remainder vests in quarterly installments over 3 years thereafter.