0001104659-14-049450.txt : 20140630
0001104659-14-049450.hdr.sgml : 20140630
20140630183417
ACCESSION NUMBER: 0001104659-14-049450
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20140630
FILED AS OF DATE: 20140630
DATE AS OF CHANGE: 20140630
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: 245 FIRST STREET
STREET 2: SUITE 1800
CITY: CAMBRIDGE
STATE: MA
ZIP: 02142
BUSINESS PHONE: 617-444-8444
MAIL ADDRESS:
STREET 1: 245 FIRST STREET
STREET 2: SUITE 1800
CITY: CAMBRIDGE
STATE: MA
ZIP: 02142
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Index Venture Associates V Ltd
CENTRAL INDEX KEY: 0001611751
STATE OF INCORPORATION: Y9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36517
FILM NUMBER: 14950288
BUSINESS ADDRESS:
STREET 1: OGIER HOUSE
STREET 2: THE ESPLANADE
CITY: ST. HELIER
STATE: Y9
ZIP: JE4 9WC
BUSINESS PHONE: 44 0 1534-504000
MAIL ADDRESS:
STREET 1: OGIER HOUSE
STREET 2: THE ESPLANADE
CITY: ST. HELIER
STATE: Y9
ZIP: JE4 9WC
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Index Venture Associates IV Ltd
CENTRAL INDEX KEY: 0001447962
STATE OF INCORPORATION: X0
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36517
FILM NUMBER: 14950289
BUSINESS ADDRESS:
STREET 1: WHITELEY CHAMBERS, DON STREET
CITY: ST HELIER,JERSEY, CHANNEL ISL.
STATE: X0
ZIP: JE4 9WG
BUSINESS PHONE: 44 1534 753 852
MAIL ADDRESS:
STREET 1: WHITELEY CHAMBERS, DON STREET
CITY: ST HELIER,JERSEY, CHANNEL ISL.
STATE: X0
ZIP: JE4 9WG
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Yucca (Jersey) SLP
CENTRAL INDEX KEY: 0001591294
STATE OF INCORPORATION: Y9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36517
FILM NUMBER: 14950290
BUSINESS ADDRESS:
STREET 1: OGIER HOUSE
STREET 2: THE ESPLANADE
CITY: ST. HELIER
STATE: Y9
ZIP: JE4 9WG
BUSINESS PHONE: 44-0-1534-833400
MAIL ADDRESS:
STREET 1: NO. 1 SEATON PLACE
CITY: ST. HELIER
STATE: Y9
ZIP: Y9 JE48YJ
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Index Venture Associates III Ltd
CENTRAL INDEX KEY: 0001503683
STATE OF INCORPORATION: Y9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36517
FILM NUMBER: 14950291
BUSINESS ADDRESS:
STREET 1: NO. 1 SEATON PLACE
CITY: ST. HELIER
STATE: Y9
ZIP: JE 8YJ
BUSINESS PHONE: 441534605643
MAIL ADDRESS:
STREET 1: NO. 1 SEATON PLACE
CITY: ST. HELIER
STATE: Y9
ZIP: JE 8YJ
3
1
a3.xml
3
X0206
3
2014-06-30
0
0001598646
Minerva Neurosciences, Inc.
NERV
0001503683
Index Venture Associates III Ltd
NO. 1 SEATON PLACE
ST. HELIER
Y9
JE 8YJ
JERSEY
0
0
1
0
0001591294
Yucca (Jersey) SLP
NO. 1 SEATON PLACE
ST. HELIER
Y9
Y9 JE48YJ
JERSEY
0
0
1
0
0001447962
Index Venture Associates IV Ltd
WHITELEY CHAMBERS, DON STREET
ST HELIER,JERSEY, CHANNEL ISL.
X0
JE4 9WG
UNITED KINGDOM
0
0
1
0
0001611751
Index Venture Associates V Ltd
OGIER HOUSE
THE ESPLANADE
ST. HELIER
Y9
JE4 9WC
JERSEY
0
0
1
0
Common Stock
3436898
I
See Footnotes
Convertible Promissory Notes
Common Stock
113891
I
See Footnotes
Convertible Promissory Notes
Common Stock
61913
I
See Footnotes
Consists of: (a) 639,257 shares owned by Index Ventures III (Jersey), L.P. ("IVIII Jersey"), 1,298,582 shares owned by Index Ventures III (Delaware), L.P. ("IVIII Delaware"), and 23,134 shares owned by Index Ventures III Parallel Entrepreneur Fund (Jersey) ("IVPEF III"). Index Venture Associates III Limited is the general partner of IVIII Jersey, IVIII Delaware and IVPEF III, and Yucca (Jersey) SLP as Administrator of the Index Co-Investment Scheme ("Yucca") acting through Ogier Employee Benefit Services Limited, collectively, "Index III"; (b) 885,030 shares owned by Index Ventures IV (Jersey) L.P. ("IVIV Jersey") and 84,008 shares owned by Index Ventures IV Parallel Entrepreneur Fund (Jersey) L.P. ("IVPEF IV"). Index Venture Associates IV Limited is the general partner of IVIV Jersey and IVPEF IV, collectively, "Index IV";
(c) 3,708 shares owned by Index Ventures V Parallel Entrepreneur Fund (Jersey), L.P. ("IVPEF V") and 457,638 shares owned by Index Ventures V (Jersey), L.P. ("IVV Jersey"). Index Ventures Associates V Limited is the general partner of IVPEF V and IVV Jersey, collectively, "Index V"; and (d) 45,541 shares owned by Yucca.
Michele Ollier, Director of the Issuer, is a partner of the Index Venture group which provides 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 Index Venture Management LLP which acts as investment advisor 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 III, Index IV, Index V and Yucca (collectively, the "Index Entities") are members of a "group" for purposes of Section 13(d) of the Exchange Act.
This Statement Form 3 is being filed jointly by the Index Entities in connection with the effectiveness of the Issuer's Registration Statement on Form S-1 (File No. 333-195169). Each of the Index Entities disclaims beneficial ownership of the securities held of record by any of the other Index Entities, except, in each case, to the extent of their respective proportionate pecuniary interest(s) therein.
The outstanding principal and accrued and unpaid interest on the convertible promissory notes shall automatically convert upon the closing of the issuer's initial public offering into a number of shares of common stock equal to the quotient of the aggregate outstanding principal amount and all accrued and unpaid interest due under the notes divided by the initial public offering price, which is currently assumed to be $6.00 per share.
Consists of notes with a principal balance of $210,198.30 and interest accrued through June 30, 2014 of $10,780.58 convertible into 36,380 shares of Common Stock held by IVIII Jersey; notes with a principal balance of $426,995.40 and interest accrued through June 30, 2014 of $21,899.60 convertible into 74,816 shares of Common Stock held by IVIII Delaware; notes with a principal balance of $7,606.30 and interest accrued through June 30, 2014 of $390.11 convertible into 1,333 shares of Common Stock held by IVPEF III; and notes with a principal balance of $5,200 and interest accrued through June 30, 2014 of $266.70 convertible into 912 shares held by Yucca.
Consists of notes with a principal balance of Euro 234,888.88 ($320,130.05, as converted) and interest accrued through June 30, 2014 of Euro 12,046.89 ($16,418.71, as converted) convertible into 56,092 shares of Common Stock held by IVIV Jersey; notes with a principal balance of Euro 22,296.30 ($30,387.63, as converted) and interest accrued through June 30, 2014 of Euro 1,143.52 ($1,558.51, as converted) convertible into 5,325 shares of Common Stock held by IVPEF IV; and notes with a principal balance of Euro 2,074.07 ($2,826.75, as converted) and interest accrued through June 30, 2014 of Euro 106.38 ($144.98, as converted) convertible into 496 shares of common stock held by Yucca acting through Ogier Employee Benefit Services Limited. All amounts converted from Euro (Euro) into U.S. Dollars ($) applied the conversion rate from the Euro as of June 25, 2014, which was 1.3629.
Index Venture Associates III /s/ Sinead Meehan
2014-06-30
Index Venture Associates IV /s/ Sinead Meehan
2014-06-30
Index Venture Associates V /s/ Sinead Meehan
2014-06-30
Yucca (Jersey) SLP By: Ogier Employee Benefit Services as Authorized Signatory of Yucca (Jersey) SLP in the capacity of Administrator of the Index Co-Investment Scheme /s/ Alex Di Santo and Edward Thorogood
2014-06-30