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