Page 5 of 7 – SEC Filing
EXPLANATORY NOTE
This Amendment No. 4 to the Schedule 13D amends and supplements the Schedule 13D, filed July 18, 2014 and amended on January 16, 2015, February 5, 2015 and March 25, 2015 (the Schedule 13D), by the Filing Persons (as defined below) relating to the Common Stock, par value $0.0001 per share, of Minerva Neurosciences, Inc., a Delaware corporation (the Issuer). The Issuer is filing this amendment to the Schedule 13D solely to update the disclosures set forth therein to include the open market transactions discussed in Item 3 below.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended to add the following:
During the period from March 25, 2015 through March 24, 2016, Care Capital Investments III L.P. sold 101,186 shares of Issuers Common Stock and Care Capital Offshore Investments III LP sold 1,690 shares of Issuers Common Stock in open market transactions.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended and restated as follows:
(a) As of March 30, 2016, Care Capital Investments III L.P. is the beneficial owner of 1,534,098 shares of the Issuers Common Stock, representing 5.5% of the Issuers shares of Common Stock outstanding (based upon 27,760,657 shares of Common Stock outstanding, as reported in the Issuers Annual Report on Form 10-K for the year ended December 31, 2015 filed on March 14, 2016). As of March 30, 2016, Care Capital Offshore Investments III LP is the beneficial owner of 25,618 shares of the Issuers Common Stock, representing 0.1% of the Issuers shares of Common Stock outstanding (based upon 27,760,657 shares of Common Stock outstanding, as reported in the Issuers Annual Report on Form 10-K for the year ended December 31, 2015 filed on March 14, 2016). By virtue of Care Capital III LLCs status as general partner of Care Capital Investments III L.P. and Care Capital Offshore Investments III LP , Care Capital III LLC may be deemed the beneficial owner of 1,559,716 shares of the Issuers Common Stock held by Care Capital Investments III L.P. and Care Capital Offshore Investments III LP , representing 5.6% of the Issuers shares of Common Stock outstanding (based upon 27,760,657 shares of Common Stock outstanding, as reported in the Issuers Annual Report on Form 10-K for the year ended December 31, 2015 filed on March 14, 2016). Care Capital III LLC disclaims beneficial ownership of the securities, and this report shall not be deemed an admission that Care Capital III LLC is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interest therein.
(b) By virtue of its status as general partner of Care Capital Investments III L.P. and Care Capital Offshore Investments III LP, Care Capital III LLC may be deemed to share voting and dispositive power with respect to the 1,534,098 shares of Issuers Common Stock held by Care Capital Investments III L.P. and 25,618 shares of Issuers Common Stock held by Care Capital Offshore Investments III LP. Care Capital III LLC disclaims
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