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