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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Convertible Promissory Note | $ 6 (3) | 07/07/2014 | C | 114,077 | (3) | (3) | Convertible Promissory Note | 114,077 | $ 6 (3) | 0 | I | See footnotes (1) (2) (4) (6) | |||
| Convertible Promissory Note | $ 6 (3) | 07/07/2014 | C | 61,922 | (3) | (3) | Convertible Promissory Note | 61,922 | $ 6 (3) | 0 | I | See footnotes (1) (2) (5) (6) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| De Rubertis Francesco C/O MINERVA NEUROSCIENCES, INC. 245 FIRST STREET, SUITE 1800 CAMBRIDGE, MA 02142 |
X | X | ||
| /s/ Francesco De Rubertis | 07/09/2014 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Index Venture Associates III Limited is the general partner of Index Ventures III (Jersey), L.P. ("IVIII Jersey"), Index Ventures III (Delaware), L.P. ("IVIII Delaware"), and Index Ventures III Parallel Entrepreneur Fund (Jersey) ("IVPEF III"). Yucca (Jersey) SLP as Administrator of the Index Co-Investment Scheme ("Yucca") acting through Ogier Employee Benefit Services Limited. Index Venture Associates IV Limited is the general partner of Index Ventures IV (Jersey) L.P. ("IVIV Jersey") and Index Ventures IV Parallel Entrepreneur Fund (Jersey) L.P. ("IVPEF IV"). Index Ventures Associates V Limited is the general partner of Index Ventures V Parallel Entrepreneur Fund (Jersey), L.P. ("IVPEF V") and Index Ventures V (Jersey), L.P. ("IVV Jersey"). |
| (2) | Francesco De Rubertis, Director of the Issuer, is a partner of Index Venture Management LLP which acts as investment advisor to the foregoing funds and Dr. De Rubertis disclaims beneficial ownership of all such shares held by the foregoing funds, except to the extent of his proportionate pecuniary interest therein. Index III, Index IV, Index V and Yucca (collectively, the "Index Entities") are members of a "group" for purposes of Section 13(d) of the Exchange Act. |
| (3) | The issuer's convertible promissory notes automatically converted into a number of shares of Common Stock equal to the quotient of the aggregate outstanding principal amount and all accrued and unpaid interest due under the notes divided by $6.00. |
| (4) | Consists of notes with a principal balance of $210,198.30 and interest accrued through July 6, 2014 of $11,149 convertible into 36,891 shares of Common Stock held by IVIII Jersey; notes with a principal balance of $426,995.40 and interest accrued through July 6, 2014 of $22,648 convertible into 74,940 shares of Common Stock held by IVIII Delaware; notes with a principal balance of $7,606.30 and interest accrued through July 6, 2014 of $403 convertible into 1,334 shares of Common Stock held by IVPEF III; and notes with a principal balance of $5,200 and interest accrued through July 6, 2014 of $276 convertible into 912 shares held by Yucca. |
| (5) | Consists of notes with a principal balance of Euro 234,888.88 ($319,661.45, as converted) and interest accrued through July 6, 2014 of $16,955.19 convertible into 56,102 shares of Common Stock held by IVIV Jersey; notes with a principal balance of Euro 22,296.30 ($30,343.15, as converted) and interest accrued through July 6, 2014 of $1,609.43, convertible into 5,325 shares of Common Stock held by IVPEF IV; and notes with a principal balance of Euro 2,074.07 ($2,822.61, as converted) and interest accrued through July 6, 2014 of $149.71 convertible into 495 shares of Common Stock held by Yucca acting through Ogier Employee Benefit Services Limited. All amounts converted from Euro (Euro) into U.S. Dollars ($) applied the conversion rate from the Euro as of July 4, 2014, which was 1.360905 |
| (6) | This Statement Form 4 is being filed jointly by the Index Entities in connection with the effectiveness of the Issuer's Registration Statement on Form S-1 (File No. 333-195169). Each of the Index Entities disclaims beneficial ownership of the securities held of record by any of the other Index Entities, except, in each case, to the extent of their respective proportionate pecuniary interest(s) therein. |
| (7) | Consists of 239,473 shares owned by IVIII Jersey; 486,463 shares owned by IVIII Delaware; 8,666 shares owned by IVPEF III; 17,060 shares owned by Yucca; 331,542 shares owned by IVIV Jersey; 31,470 shares owned by IVPEF IV; 171,437 shares owned by IVV Jersey; and 1,389 shares owned by IVPEF V. |
| (8) | Consists of 4,167 shares owned by Yucca; 326,520 shares owned by IVV Jersey; and 2,646 shares owned by IVPEF V. |