SEC Form 4 · accession 0001209191-17-065954
Minerva Neurosciences, Inc. · NERV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Geoff Race
Officer — EVP, CFO & CBO
Period of report
Dec 13, 2017
Accepted (ET)
Dec 15, 2017 · 4:38 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 | Dec 14, 2017 | M | 12,500 | — | A | 197,698 | D | |
| Common StockF2,F3 | Dec 14, 2017 | S | 5,829 | $5.79 | D | 191,869 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F4 | $6.10 | Dec 13, 2017 | A | 200,000 | A | — | Dec 13, 2027 | Common Stock | 200,000 | 200,000 | D |
| Restricted Stock UnitF1,F5 | — | Dec 14, 2017 | M | 12,500 | D | — | — | Common Stock | 12,500 | 37,500 | D |
Explanation of responses
- F1Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock
- F2Represents shares of the Issuer's common stock sold to satisfy tax obligations relating to the acquisition of shares of the Issuer's common stock in connection with the settlement of the vested portion of RSUs pursuant to the terms of that certain RSU Agreement between the Reporting Person and the Issuer, as reflected in this Form 4.
- F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.75 to $5.83, 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 (3) to this Form 4.
- F4This option vests as to 25% of the shares on December 13, 2018 and then in quarterly installments over 3 years thereafter.
- F5Represents shares issuable upon the vesting of RSUs awarded to the Reporting Person on December 14, 2016. The RSUs vest in 4 equal annual installments beginning on December 14, 2017 and will be fully vested on December 14, 2020, in all cases so long as there has been no break in the Reporting Person's continuous service through such date.
Remarks
Exhibit List - Exhibit 24 - Power of Attorney