SEC Form 4 · accession 0001209191-17-065967
Minerva Neurosciences, Inc. · NERV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joseph H. Reilly
Officer — SVP & Chief Operating Officer
Period of report
Dec 13, 2017
Accepted (ET)
Dec 15, 2017 · 4:43 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 | 8,750 | — | A | 17,083 | D | |
| Common StockF2 | Dec 14, 2017 | S | 2,906 | $5.80 | D | 14,177 | 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)F3 | $6.10 | Dec 13, 2017 | A | 120,000 | A | — | Dec 13, 2027 | Common Stock | 120,000 | 120,000 | D |
| Restricted Stock UnitF1,F4 | — | Dec 14, 2017 | M | 8,750 | D | — | — | Common Stock | 8,750 | 26,250 | 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.
- F3This option vests as to 25% of the shares on December 13, 2018 and then in quarterly installments over 3 years thereafter.
- F4Represents 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