0001546007-21-000007.txt : 20211124
0001546007-21-000007.hdr.sgml : 20211124
20211124091336
ACCESSION NUMBER: 0001546007-21-000007
CONFORMED SUBMISSION TYPE: SC 13G
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20211124
DATE AS OF CHANGE: 20211124
GROUP MEMBERS: PLOESSNIG
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: Minerva Neurosciences, Inc.
CENTRAL INDEX KEY: 0001598646
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 260784194
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-88240
FILM NUMBER: 211441379
BUSINESS ADDRESS:
STREET 1: 1601 TRAPELO ROAD
STREET 2: SUITE 286
CITY: WALTHAM
STATE: MA
ZIP: 02451
BUSINESS PHONE: 617-600-7373
MAIL ADDRESS:
STREET 1: 1601 TRAPELO ROAD
STREET 2: SUITE 286
CITY: WALTHAM
STATE: MA
ZIP: 02451
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: Assenagon Asset Management S.A.
CENTRAL INDEX KEY: 0001546007
IRS NUMBER: 000000000
STATE OF INCORPORATION: N4
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G
BUSINESS ADDRESS:
STREET 1: AEROGOLF CENTER
STREET 2: 1B HEIENHAFF
CITY: SENNINGERBERG
STATE: N4
ZIP: 1736
BUSINESS PHONE: 0035227049100
MAIL ADDRESS:
STREET 1: AEROGOLF CENTER
STREET 2: 1B HEIENHAFF
CITY: SENNINGERBERG
STATE: N4
ZIP: 1736
SC 13G
1
Schedule13G.txt
UNTERSCHREITUNG
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
MINERVA NEUROSCIENCES INC
(Name of Issuer)
Common shares
(Title of Class of Securities)
603380 106
(CUSIP Number)
24 November 2021
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
(x) Rule 13d-1(b)
(_) Rule 13d-1(c)
(_) Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be ?filed? for the purpose of Section 18 of the Securities Exchange
Act of 1934 (?Act?) or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
SCHEDULE 13G
CUSIP No.
603380 106
1
Names of Reporting Persons
Assenagon S.A., Assenagon Asset Management S.A.
2
Check the appropriate box if a member of a Group (see instructions)
(a) ( )
(b) (x)
3
Sec Use Only
4
Citizenship or Place of Organization
Luxembourg
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With:
5
Sole Voting Power
1,385,491
6
Shared Voting Power
7
Sole Dispositive Power
1,385,491
8
Shared Dispositive Power
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,385,491
10
Check box if the aggregate amount in row (9) excludes certain shares
( )
11
Percent of class represented by amount in row (9)
3.24%
12
Type of Reporting Person (See Instructions)
FI, FI
Item 1.
(a) Name of Issuer: MINERVA NEUROSCIENCES INC
(b) Address of Issuers Principal Executive Offices:
1601 Trapelo Road, Suite 284, Waltham, MA 02451
Item 2.
(a) Name of Person Filing: Assenagon S.A.
(b) Address of Principal Business Office or, if None, Residence: Aerogolf
Center, 1B Heienhaff, 1736 Senningerberg, Luxembourg
(c) Citizenship: Luxembourg
(d) Title and Class of Securities: Common shares
(e) CUSIP No.: 603380 106
Item 3. If this statement is filed pursuant to Section 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) (_) Broker or dealer registered under Section 15 of the Act;
(b) (_) Bank as defined in Section 3(a)(6) of the Act;
(c) (_) Insurance company as defined in Section 3(a)(19) of the Act;
(d) (_) Investment company registered under Section 8 of the Investment Company
Act of 1940;
(e) (_) An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) (_) An employee benefit plan or endowment fund in accordance with Rule 13d-
1(b)(1)(ii)(F);
(g) (_) A parent holding company or control person in accordance with Rule 13d-
1(b)(1)(ii)(G);
(h) (_) A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) (_) A church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment Company Act of 1940;
(j) (x) A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
(k) (_) Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a
non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please
specify the type of institution: ____
Item 4. Ownership
(a) Amount Beneficially Owned: 1,385,491
(b) Percent of Class: 3.24%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 1,385,491
(ii) Shared power to vote or to direct the vote:
(iii) Sole power to dispose or to direct the disposition of: 1,385,491
(iv) Shared power to dispose or to direct the disposition of:
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following ( x ).
Item 6. Ownership of more than Five Percent on Behalf of Another Person.
Invesco Markets PLC has the right to receive dividends and the proceeds from
the sale of the securities mentioned herein. Invesco Markets PLC is a UCITS
investment fund established under the laws of Ireland, and is an umbrella fund
to various index tracking sub-funds. Invesco Markets PLC has delegated
investment and voting power to its Management Company, Invesco Investment
Management Limited, which has sub-delegated those powers to an investment
manager.
Neither Invesco Market PLC nor Invesco Investment Management Limited have
retained the right under the respective outsourcing contracts to rescind the
authority granted to the investment manager (other than by way of termination
of the outsourcing contracts) and are thus not able to regain investment or
voting power over the shares within 60 days.
Item 7. Identification and classification of the subsidiary which acquired the
security being reported on by the parent holding company or control person.
The subsidiary of Assenagon S.A. is the before mentioned investment manager of
Invesco Markets PLC. Invesco Markets PLC has delegated investment and voting
power to its Management Company, Invesco Investment Management Limited, which
has sub-delegated those powers to the subsidiary. For identity and
classification of the subsidiary, please refer to Exhibit7.
Item 8. Identification and classification of members of the group.
Not applicable.
For the group structure, please refer to the attached overview.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certifications.
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary course
of business and were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect, other than
activities solely in connection with a nomination under Section 240.14a-11.
By signing below I certify that, to the best of my knowledge and belief, the
foreign regulatory scheme applicable to an EU UCITS Management Company is
substantially comparable to the regulatory scheme applicable to the
functionally equivalent U.S. institution(s). I also undertake to furnish to the
Commission staff, upon request, information that would otherwise be disclosed
in a Schedule 13D.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: 24 November 2021
/s/ Signature
Name/Title: Dr. Dr. Heimo Ploessnig/Managing Director, Head of Legal&Compliance
Page 6 of 6
1297544.3