0001209191-17-065962.txt : 20171215 0001209191-17-065962.hdr.sgml : 20171215 20171215164205 ACCESSION NUMBER: 0001209191-17-065962 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20171213 FILED AS OF DATE: 20171215 DATE AS OF CHANGE: 20171215 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ahlholm Frederick W CENTRAL INDEX KEY: 0001405279 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36517 FILM NUMBER: 171259507 MAIL ADDRESS: STREET 1: C/O MINERVA NEUROSCIENCES, INC. STREET 2: 1601 TRAPELO ROAD, SUITE 286 CITY: WALTHAM STATE: MA ZIP: 02451 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-12-13 0 0001598646 Minerva Neurosciences, Inc. NERV 0001405279 Ahlholm Frederick W C/O MINERVA NEUROSCIENCES, INC. 1601 TRAPELO ROAD, SUITE 286 WALTHAM MA 02451 0 1 0 0 SVP, Chief Accounting Officer Common Stock 2017-12-14 4 M 0 5000 A 10000 D Common Stock 2017-12-14 4 S 0 1661 5.80 D 8339 D Employee Stock Option (Right to Buy) 6.10 2017-12-13 4 A 0 120000 0.00 A 2027-12-13 Common Stock 120000 120000 D Restricted Stock Unit 2017-12-14 4 M 0 5000 0.00 D Common Stock 5000 15000 D Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. 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. This option vests as to 25% of the shares on December 13, 2018 and then in quarterly installments over 3 years thereafter. 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. Exhibit List - Exhibit 24 - Power of Attorney /s/ Matt Bartholomae, Attorney-in-Fact 2017-12-15 EX-24.4_757260 2 poa.txt POA DOCUMENT 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