0001104659-14-050853.txt : 20140709
0001104659-14-050853.hdr.sgml : 20140709
20140709200237
ACCESSION NUMBER: 0001104659-14-050853
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20140707
FILED AS OF DATE: 20140709
DATE AS OF CHANGE: 20140709
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: Yucca (Jersey) SLP
CENTRAL INDEX KEY: 0001591294
STATE OF INCORPORATION: Y9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36517
FILM NUMBER: 14968158
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 V Ltd
CENTRAL INDEX KEY: 0001611751
STATE OF INCORPORATION: Y9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36517
FILM NUMBER: 14968159
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36517
FILM NUMBER: 14968160
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: Index Venture Associates III Ltd
CENTRAL INDEX KEY: 0001503683
STATE OF INCORPORATION: Y9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36517
FILM NUMBER: 14968161
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
4
1
a4.xml
4
X0306
4
2014-07-07
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
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
0001591294
Yucca (Jersey) SLP
NO. 1 SEATON PLACE
ST. HELIER
Y9
Y9 JE48YJ
JERSEY
0
0
1
0
Common Stock
2014-07-07
4
C
0
114077
6.00
A
3602883
I
See footnotes
Common Stock
2014-07-07
4
C
0
61922
6.00
A
3664805
I
See footnotes
Common Stock
2014-07-07
4
P
0
1287500
6.00
A
4952305
I
See footnotes
Common Stock
2014-07-07
4
P
0
333333
6.00
A
5285638
I
See footnotes
Convertible Promissory Note
6.00
2014-07-07
4
C
0
114077
6.00
D
Convertible Promissory Note
114077
0
I
See footnotes
Convertible Promissory Note
6.00
2014-07-07
4
C
0
61922
6.00
D
Convertible Promissory Note
61922
0
I
See footnotes
Index Venture Associates III Limited is the general partner of Index Ventures III (Jersey), L.P. ("IVIII Jersey"), Index Ventures III (Delaware), L.P. ("IVIII Delaware"), and Index Ventures III Parallel Entrepreneur Fund (Jersey) ("IVPEF III"). Yucca (Jersey) SLP as Administrator of the Index Co-Investment Scheme ("Yucca") acting through Ogier Employee Benefit Services Limited. Index Venture Associates IV Limited is the general partner of Index Ventures IV (Jersey) L.P. ("IVIV Jersey") and Index Ventures IV Parallel Entrepreneur Fund (Jersey) L.P. ("IVPEF IV"). Index Ventures Associates V Limited is the general partner of Index Ventures V Parallel Entrepreneur Fund (Jersey), L.P. ("IVPEF V") and Index Ventures V (Jersey), L.P. ("IVV Jersey").
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.
The issuer's convertible promissory notes automatically converted 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 $6.00.
Consists of notes with a principal balance of $210,198.30 and interest accrued through July 6, 2014 of $11,149 convertible into 36,891 shares of Common Stock held by IVIII Jersey; notes with a principal balance of $426,995.40 and interest accrued through July 6, 2014 of $22,648 convertible into 74,940 shares of Common Stock held by IVIII Delaware; notes with a principal balance of $7,606.30 and interest accrued through July 6, 2014 of $403 convertible into 1,334 shares of Common Stock held by IVPEF III; and notes with a principal balance of $5,200 and interest accrued through July 6, 2014 of $276 convertible into 912 shares held by Yucca.
Consists of notes with a principal balance of Euro 234,888.88 ($319,661.45, as converted) and interest accrued through July 6, 2014 of $16,955.19 convertible into 56,102 shares of Common Stock held by IVIV Jersey; notes with a principal balance of Euro 22,296.30 ($30,343.15, as converted) and interest accrued through July 6, 2014 of $1,609.43, convertible into 5,325 shares of Common Stock held by IVPEF IV; and notes with a principal balance of Euro 2,074.07 ($2,822.61, as converted) and interest accrued through July 6, 2014 of $149.71 convertible into 495 shares of Common Stock held by Yucca acting through Ogier Employee Benefit Services Limited. All amounts converted from Euro (Euro) into U.S. Dollars ($) applied the conversion rate from the Euro as of July 4, 2014, which was 1.360905.
This Statement Form 4 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.
Consists of 239,473 shares owned by IVIII Jersey; 486,463 shares owned by IVIII Delaware; 8,666 shares owned by IVPEF III; 17,060 shares owned by Yucca; 331,542 shares owned by IVIV Jersey; 31,470 shares owned by IVPEF IV; 171,437 shares owned by IVV Jersey; and 1,389 shares owned by IVPEF V.
Consists of 4,167 shares owned by Yucca; 326,520 shares owned by IVV Jersey; and 2,646 shares owned by IVPEF V.
Index Venture Associates III /s/ Sinead Meehan
2014-07-09
Index Venture Associates IV /s/ Sinead Meehan
2014-07-09
Index Venture Associates V /s/ Sinead Meehan
2014-07-09
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 Disanto and Edward Thorogood
2014-07-09