Sec Form 4 Filing - Index Venture Associates III Ltd @ Minerva Neurosciences, Inc. - 2019-06-24

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Index Venture Associates III Ltd
2. Issuer Name and Ticker or Trading Symbol
Minerva Neurosciences, Inc. [ NERV]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O EFG WEALTH SOLUTIONS (JERSEY) LTD., 5TH FLOOR, 44 ESPLANADE
3. Date of Earliest Transaction (MM/DD/YY)
06/24/2019
(Street)
ST. HELIER, Y9JE1 3FG
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 06/24/2019 S 197,000 ( 1 ) D $ 6.0144 ( 2 ) 3,899,189 ( 3 ) I See Footnote ( 4 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Index Venture Associates III Ltd
C/O EFG WEALTH SOLUTIONS (JERSEY) LTD.
5TH FLOOR, 44 ESPLANADE
ST. HELIER, Y9JE1 3FG
X
Index Venture Associates IV Ltd
C/O INTERTRUST FUND SERVICES (JERSEY)
LIMITED, 44 ESPLANADE
ST. HELIER, Y9JE4 9WG
X
Index Venture Associates V Ltd
C/O INTERTRUST FUND SERVICES (JERSEY)
LIMITED, 44 ESPLANADE
ST. HELIER, Y9JE4 9WG
X
Yucca (Jersey) SLP
C/O INTERTRUST EMPLOYEE BENEFIT SERVICES
LTD., 44 ESPLANADE
ST. HELIER, Y9JE4 9WG
X
Signatures
Index Venture Associates III Ltd., By: /s/ Nigel Greenwood, Director 06/26/2019
Signature of Reporting Person Date
Index Venture Associates IV Ltd., By: /s/ Michael Johnson, Director 06/26/2019
Signature of Reporting Person Date
Index Venture Associates V Ltd., By: /s/ Michael Johnson, Director 06/26/2019
Signature of Reporting Person Date
YUCCA (JERSEY) SLP, By: Intertrust Employee Benefit Services Ltd., as authorized signatory of Yucca (Jersey) SLP in its capacity as Administrator of the Index Co-Investment Scheme, By: /s/ Sarah Earles, /s/ Michael Johnson, Its: Authorized Signatories 06/26/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents 31,147 shares sold by Index Ventures III (Jersey), L.P. ("Index III Jersey"), 69,365 shares sold by Index Ventures III (Delaware), L.P. ("Index III Delaware"), 1,236 shares sold by Index Ventures III Parallel Entrepreneur Fund (Jersey) L.P. ("Index III Parallel" and, together with Index III Jersey and Index III Delaware, the "Index III Funds"), 47,434 shares sold by Index Ventures IV (Jersey) L.P. ("Index IV Jersey"), 4,502 shares sold by Index Ventures IV Parallel Entrepreneur Fund (Jersey) L.P. ("Index IV Parallel" and, together with Index IV Jersey, the "Index IV Funds"), 37,511 shares sold by Index Ventures V (Jersey), L.P. ("Index V Jersey"), 304 shares sold by Index Ventures V Parallel Entrepreneur Fund (Jersey), L.P. ("Index V Parallel" and, together with Index V Jersey, the "Index V Funds") and 2,501 shares sold by Yucca (Jersey) SLP ("Yucca Jersey").
( 2 )The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.75 to $6.26. The reporting persons undertake to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 3 )Represents 675,863 shares held directly by Index III Jersey, 1,372,944 shares held directly by Index III Delaware, 24,458 shares held directly by Index III Parallel, 938,845 shares held directly by Index IV Jersey, 89,115 shares held directly by Index IV Parallel, 742,447 shares held directly by Index V Jersey, 6,016 shares held directly by Index V Parallel and 49,501 shares held directly by Yucca Jersey.
( 4 )Index Venture Associates III Ltd. ("Index III GP") is the general partner of the Index III Funds, Index Venture Associates IV Ltd. ("Index IV GP") is the general partner of the Index IV Funds and Index Venture Associates V Ltd. ("Index V GP") is the general partner of the Index V Funds. Yucca (Jersey) SLP is the Administrator of the Index Co-Investment Scheme acting through Intertrust Employee Benefit Services Limited. Each of Index III GP, Index IV GP and Index V GP disclaims Section 16 beneficial ownership of the securities held by the Index III Funds, Index IV Funds and Index V Funds, respectively, and the shares held by Yucca Jersey, except to the extent of its respective pecuniary interest therein, if any, and this report shall not be deemed an admission that Index III GP, Index IV GP or Index V GP is the beneficial owner of such securities for Section 16 or any other purpose.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.