0001104659-15-021404.txt : 20150320 0001104659-15-021404.hdr.sgml : 20150320 20150320161806 ACCESSION NUMBER: 0001104659-15-021404 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150318 FILED AS OF DATE: 20150320 DATE AS OF CHANGE: 20150320 ISSUER: 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 BUSINESS ADDRESS: STREET 1: 1601 TRAPELO ROAD STREET 2: SUITE 284 CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 617-600-7373 MAIL ADDRESS: STREET 1: 1601 TRAPELO ROAD STREET 2: SUITE 284 CITY: WALTHAM STATE: MA ZIP: 02451 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Care Capital Offshore Investments III LP CENTRAL INDEX KEY: 0001599354 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36517 FILM NUMBER: 15716506 BUSINESS ADDRESS: STREET 1: 47 HULFISH STREET CITY: PRINCETON STATE: NJ ZIP: 08542 BUSINESS PHONE: 609-683-8300 MAIL ADDRESS: STREET 1: 47 HULFISH STREET CITY: PRINCETON STATE: NJ ZIP: 08542 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Care Capital Investments III L.P. CENTRAL INDEX KEY: 0001599355 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36517 FILM NUMBER: 15716507 BUSINESS ADDRESS: STREET 1: 47 HULFISH STREET CITY: PRINCETON STATE: NJ ZIP: 08542 BUSINESS PHONE: 609-683-8300 MAIL ADDRESS: STREET 1: 47 HULFISH STREET CITY: PRINCETON STATE: NJ ZIP: 08542 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Care Capital III LLC CENTRAL INDEX KEY: 0001599356 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36517 FILM NUMBER: 15716508 BUSINESS ADDRESS: STREET 1: 47 HULFISH STREET CITY: PRINCETON STATE: NJ ZIP: 08542 BUSINESS PHONE: 609-683-8300 MAIL ADDRESS: STREET 1: 47 HULFISH STREET CITY: PRINCETON STATE: NJ ZIP: 08542 4 1 a4.xml 4 X0306 4 2015-03-18 1 0001598646 Minerva Neurosciences, Inc. NERV 0001599356 Care Capital III LLC 47 HULFISH STREET SUITE 310 PRINCETON NJ 08542 0 0 1 0 0001599355 Care Capital Investments III L.P. 47 HULFISH STREET SUITE 310 PRINCETON NJ 08542 0 0 1 0 0001599354 Care Capital Offshore Investments III LP 47 HULFISH STREET SUITE 310 PRINCETON NJ 08542 0 0 1 0 Common Stock 2015-03-18 4 S 0 1200000 5.75 D 1669292 I See Footnote Common Stock 2015-03-18 4 S 0 6700 6.25 D 1662592 I See Footnote The shares were sold in a single private transaction as follows: 1,180,289 by Care Capital Investments III L.P. and 19,711 by Care Capital Offshore Investments III LP. Consists of 1,641,874 shares held by Care Capital Investments III L.P. and 27,418 shares held by Care Capital Offshore Investments III LP. Care Capital III, LLC is the general partner of Care Capital Investments III L.P. and Care Capital Offshore Investments III LP and as a result, Care Capital III, LLC has the ultimate power to vote or direct the vote and to dispose or direct the disposition of such shares. Care Capital III, LLC is managed by three or more members and accordingly none of the managing members is deemed to have voting or dispositive control over the securities. The shares were sold as follows: 6,590 by Care Capital Investments III L.P. and 110 by Care Capital Offshore Investments III LP. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.29 to $6.20, inclusive. The reporting person undertakes to provide to Minerva Neurosciences, Inc., 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 ranges set forth in this footnote. Consists of 1,635,284 shares held by Care Capital Investments III L.P. and 27,308 shares held by Care Capital Offshore Investments III LP. Care Capital III, LLC is the general partner of Care Capital Investments III L.P. and Care Capital Offshore Investments III LP and as a result, Care Capital III, LLC has the ultimate power to vote or direct the vote and to dispose or direct the disposition of such shares. Care Capital III, LLC is managed by three or more members and accordingly none of the managing members is deemed to have voting or dispositive control over the securities. Care Capital III, LLC /s/ David R. Ramsay 2015-03-20 Care Capital Investments III L.P., By: Care Capital III, LLC, Its General Partner /s/ David R. Ramsay 2015-03-20 Care Capital Offshore Investments III LP, By: Care Capital III, LLC, Its General Partner /s/ David R. Ramsay 2015-03-20