13D Filing: Care Capital and Minerva Neurosciences, Inc. (NERV)

 

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 4)(1)

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See §240.13d-7 for other parties to whom copies are to be sent.

 

(1) The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

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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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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.

 

(c)                                  During the past sixty days prior to the date hereof, the following transactions occurred:

 

Identity of Person Who Effected the Transaction		Date of Transaction		Amount of Securities Sold		Weighted Average Price Per Share			Where and How Transaction was Effected
Care Capital Investments III L.P.		3/18/2016		10,585		$	6.15		Open Market
Care Capital Offshore Investments III LP		3/18/2016		179		$	6.15		Open Market
Care Capital Investments III L.P.		3/19/2016		476		$	6.12		Open Market
Care Capital Offshore Investments III LP		3/19/2016		8		$	6.12		Open Market
Care Capital Investments III L.P.		3/22/2016		36,985		$	6.21		Open Market
Care Capital Offshore Investments III LP		3/22/2016		618		$	6.21		Open Market
Care Capital Investments III L.P.		3/24/2016		6,885		$	6.07		Open Market
Care Capital Offshore Investments III LP		3/24/2016		115		$	6.07		Open Market

 

(d)                                 No person, other than Care Capital III LLC, is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the shares of Common Stock beneficially owned by each of Care Capital Investments III L.P. and Care Capital Offshore Investments III LP.

 

(e)                                  Not applicable.

 

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SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: March 31, 2016	Care Capital III LLC
	By:	/s/	David R. Ramsay
	Name:		David R. Ramsay
	Title:		Partner
Dated: March 31, 2016	Care Capital Investments III L.P.
	By: Care Capital III LLC, its General Partner
	By:	/s/	David R. Ramsay
	Name:		David R. Ramsay
	Title:		Partner
Dated: March 31, 2016	Care Capital Offshore Investments III LP
	By: Care Capital III LLC, its General Partner
	By:	/s/	David R. Ramsay
	Name:		David R. Ramsay
	Title:		Partner

 

	ATTENTION:
Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

 

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