SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Ahlholm Frederick W

(Last) (First) (Middle)
C/O MINERVA NEUROSCIENCES, INC.
1601 TRAPELO ROAD, SUITE 286

(Street)
WALTHAM MA 02451

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Minerva Neurosciences, Inc. [ NERV ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP, Chief Accounting Officer
3. Date of Earliest Transaction (Month/Day/Year)
12/13/2017
4. If Amendment, Date of Original Filed (Month/Day/Year)
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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/14/2017 M 5,000 A (1) 10,000 D
Common Stock 12/14/2017 S 1,661(2) D $5.8 8,339 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $6.1 12/13/2017 A 120,000 (3) 12/13/2027 Common Stock 120,000 $0.00 120,000 D
Restricted Stock Unit (1) 12/14/2017 M 5,000 (4) (4) Common Stock 5,000 $0.00 15,000 D
Explanation of Responses:
1. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
2. Represents 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.
3. This option vests as to 25% of the shares on December 13, 2018 and then in quarterly installments over 3 years thereafter.
4. Represents 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
/s/ Matt Bartholomae, Attorney-in-Fact 12/15/2017
** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
POWER OF ATTORNEY

(For Executing Form ID and Forms 3, 4 and 5)

        Know all by these presents, that the undersigned hereby constitutes and
appoints each of Marc Recht, Ryan Sansom and James Schneider of Cooley LLP, and
Geoff Race and Matt Bartholomae of Minerva Neurosciences, Inc. (the "Company"),
signing individually, the undersigned's true and lawful attorneys-in fact and
agents to:

        (1)	Prepare, execute in the undersigned's name and on the undersigned's
behalf, and submit to the Securities and Exchange Commission (the "SEC") Form ID
and Forms 3, 4 and 5 (including amendments thereto and joint filing agreements
in connection therewith) in accordance with Section 16(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and the rules thereunder
in the undersigned's capacity as an officer, director or beneficial owner of
more than 10% of a registered class of securities of the Company;

        (2)	Do and perform any and all acts for and on behalf of the undersigned
that may be necessary or desirable to prepare and execute any such Form ID and
Forms 3, 4 or 5 (including amendments thereto and joint filing agreements in
connection therewith) and file such forms with the SEC and any stock exchange,
self-regulatory association or
 any similar authority; and

        (3)     Take any other action of any type whatsoever in connection with
the foregoing that, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required of the undersigned, it being
understood that the documents executed by the attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as the attorney-in-fact may approve in the
attorney-in-fact's discretion.

         The undersigned hereby grants to each such attorney in fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney in fact, or such attorney in fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted.  The undersigned acknowledges that the
foregoing attorneys-in-fact, and their substitutes, in serving in such capacity
at the request of the undersigned, are not assuming (nor is the Company
assuming) any of the undersigned's responsibilities to comply with Section 16 of
the Exchange Act.

         This Power of Attorney shall remain in full force and effect until the
earliest to occur of (a) the undersigned is no longer required to file Form ID
or Forms 3, 4 and 5 with respect to the undersigned's holdings of and
transactions in securities issued by the Company, (b) revocation by the
undersigned in a signed writing delivered to the Company and the foregoing
attorneys-in fact or (c) as to any attorney-in-fact individually, until such
attorney-in-fact is no longer employed by the Company or Cooley LLP, as
applicable.

         IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of the date written below.

Date: December 13, 2017

By: /s/ Frederick W. Ahlholm	
Name: Frederick W. Ahlholm