SEC Filing | Minerva Neurosciences, Inc.

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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^*

De Rubertis Francesco

(Last)

(First)

(Middle)

C/O MINERVA NEUROSCIENCES, INC.

1601 TRAPELO ROAD, SUITE 284

(Street)

WALTHAM

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)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/12/2016

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/12/2016		X		202,634⁽²⁾	A	$5.772	4,690,906⁽³⁾	I	See Footnotes⁽¹⁾⁽³⁾⁽⁵⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrant Shares	$5.772	12/12/2016		X			202,634⁽⁴⁾	03/18/2015	03/18/2017	Common Shares	202,634⁽²⁾	$0	0	I	See Footnotes⁽¹⁾⁽³⁾⁽⁵⁾

Explanation of Responses:

1. Index Venture Associates III Limited is the general partner of Index Ventures III (Jersey), L.P., Index Ventures III (Delaware), L.P., and Index Ventures III Parallel Entrepreneur Fund (Jersey)L.P. Yucca (Jersey) SLP is the Administrator of the Index Co-Investment Scheme acting through Elian Employee Benefit Services Limited. Index Venture Associates IV Limited is the general partner of Index Ventures IV (Jersey) L.P. and Index Ventures IV Parallel Entrepreneur Fund (Jersey) L.P. Index Venture Associates V Limited is the general partner of Index Ventures V Parallel Entrepreneur Fund (Jersey), L.P. and Index Ventures V (Jersey), L.P.

2. Composed of 35,376 common shares acquired by Index Ventures III (Jersey), L.P., 71,862 common shares acquired by Index Ventures III (Delaware), L.P., 1,280 common shares acquired by Index Ventures III Parallel Entrepreneur Fund (Jersey), L.P., 48,790 common shares acquired by Index Ventures IV (Jersey), L.P., 4,631 common shares acquired by Index Ventures IV Parallel Entrepreneur Fund (Jersey), L.P., 38,584 common shares acquired by Index Ventures V (Jersey), L.P., 313 common shares acquired by Index Ventures V Parallel Entrepreneur Fund (Jersey), L.P., and 1,798 common shares acquired by Yucca (Jersey) SLP.

3. Composed of 813,095 common shares held by Index Ventures III (Jersey), L.P., 1,651,714 common shares held by Index Ventures III (Delaware), L.P., 29,424 common shares held by Index Ventures III Parallel Entrepreneur Fund (Jersey), L.P., 1,129,474 common shares held by Index Ventures IV (Jersey), L.P., 107,210 common shares held by Index Ventures IV Parallel Entrepreneur Fund (Jersey), L.P., 893,199 common shares held by Index Ventures V (Jersey), L.P., 7,238 common shares held by Index Ventures V Parallel Entrepreneur Fund (Jersey), L.P., and 59,552 common shares held by Yucca (Jersey) SLP.

4. Composed of 35,376 warrant shares exercised by Index Ventures III (Jersey), L.P., 71,862 warrant shares exercised by Index Ventures III (Delaware), L.P., 1,280 warrant shares exercised by Index Ventures III Parallel Entrepreneur Fund (Jersey), L.P., 48,790 warrant shares exercised by Index Ventures IV (Jersey), L.P., 4,631 warrant shares exercised by Index Ventures IV Parallel Entrepreneur Fund (Jersey), L.P., 38,584 warrant shares exercised by Index Ventures V (Jersey), L.P., 313 warrant shares exercised by Index Ventures V Parallel Entrepreneur Fund (Jersey), L.P., and 1,798 warrant shares exercised by Yucca (Jersey) SLP.

5. Michele Ollier, Director of the Issuer, is a partner of Medicxi Ventures (Jersey) Limited Succursale de Geneve which provides sub-advisory services to the foregoing funds and Dr. Ollier disclaims beneficial ownership of all such shares held by the foregoing funds, except to the extent of her proportionate pecuniary interest therein. Francesco De Rubertis, Director of the Issuer, is a partner of Medicxi Ventures (UK) LLP which provides sub-advisory services 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 Venture Associates III Limited, Index Venture Associates IV Limited, Index Venture Associates V Limited and Yucca (Jersey) SLP (collectively, the "Index Entities") are members of a "group" for purposes of Section 13(d) of the Exchange Act.

	/s/ Francesco De Rubertis	12/14/2016
	** Signature of Reporting Person	Date
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