SEC FORM 3/A SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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1. Name and Address of Reporting Person*
Beer Marc D

(Last) (First) (Middle)
C/O MINERVA NEUROSCIENCES, INC.
245 FIRST STREET, SUITE 1800

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
06/30/2014
3. Issuer Name and Ticker or Trading Symbol
Minerva Neurosciences, Inc. [ NERV ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
06/30/2014
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) (1)(2) 12/19/2023 Common Stock 80,356(2) 9.49(2) D
Explanation of Responses:
1. Of the shares underlying this option, (a) 12.5% were vested and exercisable on the date of the original filing of this Form 3, (b) 25% vested and became exercisable on the closing date of the Company's initial public offering, and (c) the remaining shares will vest and become exercisable in 30 equal monthly installments upon Mr. Beer's completion of each month of service to the Company measured from June 20, 2013, such that the option will be fully vested on December 20, 2016.
2. This amendment is being filed to correct the following: (a) the number of shares underlying the option, (b) the exercise price of the option, and (c) the vesting schedule of the option.
Remarks:
/s/ Marc D. Beer 09/26/2014
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
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