Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934 (Amendment No.   2   )

 

 

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  [   ].

 

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

 

*The remainder of this cover page shall be filled out for a reporting person's 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).

 

 

 

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Index Venture Associates III Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) [   ]
	(b) [X]
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)   00
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(D) or 2(E)
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Jersey, Channel Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			2,532,413 (a)(b)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			2,532,413 (a)(b)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,532,413 (a)(b)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	7.3% (c)
14	TYPE OF REPORTING PERSON (See Instructions)
	CO

 

 

 

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Index Ventures III (Delaware) L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) [   ]
	(b) [X]
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)   00
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(D) or 2(E)
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Jersey, Channel Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			1,651,714 (a)(b)
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			1,651,714 (a)(b)
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,651,714 (a)(b)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	4.7% (c)
14	TYPE OF REPORTING PERSON (See Instructions)
	PN

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1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Index Ventures III Parallel Entrepreneur Fund (Jersey) L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) [   ]
	(b) [X]
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)   00
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(D) or 2(E)
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Jersey, Channel Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			29, 424 (a)(b)
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			29,424 (a)(b)
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	29,424 (a)(b)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.1% (c)
14	TYPE OF REPORTING PERSON (See Instructions)
	PN

 

 

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This Amendment No. 2 (this "Amendment No. 2") amends and supplements the statement on Schedule 13D (as amended, the "Schedule 13D") originally filed with the Securities and Exchange Commission ("SEC") on July 18, 2014, as amended March 23, 2015 ("Amendment No. 1"), and relates to the common stock, par value $0.0001 per share (the "Common Stock"), of Minerva Neurosciences, Inc. (the "Issuer"). The principal executive office of the Issuer is located at 1601 Trapelo Road,  Suite 284, Waltham, MA 02451.  This Amendment No. 2 amends and supplements Items 4 and 5 of the Schedule 13D as set forth below.  Capitalized terms used herein and not otherwise defined in this Amendment No. 2 have the meanings set forth in the Schedule 13D

1.  Item 2 of the Schedule 13D is hereby amended and restated as follows:

Each of the foregoing persons or entities is referred to herein as a "Reporting Person" or collectively as "Reporting Persons."

Each Reporting Person disclaims beneficial ownership of all shares of Common Stock, other than those reported herein as being owned by such Reporting Person.

(e)   During the last five years, none of the Reporting Persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

 

The transactions giving rise to the filing of this Amendment No. 2 were the sales, in each case, by way of open market transactions at prevailing market prices, of: (i) 173,278 shares of Common Stock by IVIII Jersey; (ii) 351,995 shares of Common Stock by IVIII Delaware; (iii) 6,270 shares of Common Stock by IVPEF III; (iv) 240,780 shares of Common Stock by IVIV Jersey; (v) 22,855 shares of Common Stock by IVPEF IV; (vi) 190,411 shares of Common Stock by IVV Jersey; (vii) 1,543 shares of Common Stock by IVPEF V; and (viii) 12,868 shares of Common Stock by Yucca.

The Reporting Persons acquired the securities described in the Schedule 13D for investment purposes. Depending on market conditions, its continuing evaluation of the business and prospects of the Issuer and other factors, the Reporting Persons may dispose of or acquire additional shares of the Issuer.

The Reporting Persons expect to consider and evaluate on an ongoing basis all their options with respect to their investment in the Issuer. The Reporting Persons expect to engage in discussions with representatives of the Issuer and others, including dealers, concerning the Reporting Persons' investment in the Issuer and the Issuer's business, strategy and dealer network. The Reporting Persons may suggest or take a position with respect to potential changes in the operations or strategy of the Issuer, such as disposing of one or more businesses or assets, or changing marketing, sales or distribution strategies.

The Reporting Persons may at any time or from time to time formulate plans or proposals regarding the Issuer or its securities to the extent deemed advisable by the Reporting Persons in light of their general investment policies, market conditions, subsequent developments affecting the Issuer, the general business and future prospects of the Issuer, or other factors. The Reporting Persons may change any of their plans or proposals at any time or from time to time, and may take any actions they deem appropriate with respect to their investment. Subject to market conditions, the Reporting Persons' general investment policies and other factors, the Reporting Persons may continue to hold some or all of their ownership in the Issuer or may at any time or from time to time decrease their ownership interest in the Issuer (including by way of open market or privately negotiated transactions or a distribution of some or all the Issuer's securities held by the Funds to their partners). There can be no assurance as to when, over what period of time, or to what extent they may decide to decrease their ownership interest in the Issuer.

As of the date of this Amendment No. 2, none of the Reporting Persons has any plans that would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure including but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940; (g) changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to any of those enumerated above.

 

 

(a) & (b)

The information contained on the cover pages to the Schedule 13D and the information set forth in or incorporated by reference into Items 2, 3, 4 and 6 hereof are incorporated herein by reference.

As more fully described therein, (i) IVIII Jersey is the beneficial owner of 777,719 shares of Common Stock and warrants to purchase 35,376 shares of Common Stock, representing approximately 2.3% beneficial ownership of the Common Stock outstanding, (ii) IVIII Delaware is the beneficial owner of 1,579,852 shares of Common Stock and warrants to purchase 71,862 shares of Common Stock, representing approximately 4.7% beneficial ownership of the Common Stock outstanding, (iii) IVPEF III is the beneficial owner of 28,144 shares of Common Stock and warrants to purchase 1,280 shares of Common Stock, representing approximately 0.1% beneficial ownership of the Common Stock outstanding, (iv) IVIV Jersey is the beneficial owner of 1,080,684 shares of Common Stock and warrants to purchase 48,790 shares of Common Stock, representing approximately 3.2% beneficial ownership of the Common Stock outstanding, (v) IVPEF IV is the beneficial owner of 102,579 shares of Common Stock and warrants to purchase 4,631 shares of Common Stock, representing approximately 0.3% beneficial ownership of the Common Stock outstanding, (vi) IVV Jersey is the beneficial owner of 854,615 shares of Common Stock and warrants to purchase 38,584 shares of Common Stock, representing approximately 2.6% beneficial ownership of the Common Stock outstanding, (vii) IVPEF V is the beneficial owner of 6,925 shares of Common Stock and warrants to purchase 313 shares of Common Stock, representing less than 0.1% of the Common Stock outstanding and (viii) Yucca is the beneficial owner of 57,754 shares of the Issuer's Common Stock and warrants to purchase 1,798 shares of Common Stock, representing approximately 0.2% of the Common Stock outstanding. Each Reporting Person named above in this paragraph has sole voting and dispositive control over such shares of Common Stock, except that Index Venture III, Index Venture IV and/or Index Venture V, as applicable and as set forth on the cover pages to the Schedule 13D, may be deemed to share the right to direct the voting and dispositive control over certain of such shares.

By virtue of its status as general partner of IVIII Jersey, IVIII Delaware and IVPEF III and its affiliation with Yucca, Index Venture III may be deemed to share voting and dispositive power with respect to 2,423,020 shares of Common Stock and warrants to purchase 109,393 shares of Common Stock, representing approximately 7.3% beneficial ownership of the Common Stock outstanding.

By virtue of its status as general partner of IVIV Jersey and IVPEF IV and its affiliation with Yucca, Index Venture IV may be deemed to share voting and dispositive power with respect to 1,192,805 shares of Common Stock and warrants to purchase 53,852 shares of Common Stock, representing approximately 3.6% beneficial ownership of the Common Stock outstanding.

By virtue of its status as general partner of IVV Jersey and IVPEF V and its affiliation with Yucca, Index Venture V may be deemed to share voting and dispositive power with respect to 872,446 shares of Common Stock and warrants to purchase 39,389 shares of Common Stock, representing approximately 2.6% beneficial ownership of the Common Stock outstanding.

All percentage calculations in this Item 5 are based upon 34,805,313 shares of Common Stock outstanding as of July 29, 2016 based on information provided by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2016, filed with the Securities and Exchange Commission on August 4, 2016. Each of the Reporting Persons expressly disclaims beneficial ownership of the shares of capital stock of the Issuer owned by all other Reporting Persons, and this report shall not be deemed an admission that any Reporting Person is the beneficial owner of any other Reporting Person's securities for purposes of Section 16 or for any other purpose, except to the extent of its respective pecuniary interest therein.