Sec Form 4 Filing - Index Venture Associates III Ltd @ Minerva Neurosciences, Inc. - 2016-12-12

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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
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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)
NO. 1 SEATON PLACE
3. Date of Earliest Transaction (MM/DD/YY)
12/12/2016
(Street)
ST. HELIER, CHANNEL ISL., Y9JE4 8YJ
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 12/12/2016 X 202,634 ( 2 ) A $ 5.772 4,690,906 ( 3 ) I See Footnotes ( 1 ) ( 3 ) ( 5 ) ( 6 )
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
Warrant Shares $ 5.772 12/12/2016 X 202,634 ( 4 ) 03/18/2015 03/18/ 2017 Common Shares 202,634 ( 2 ) $ 0 0 I See Footnotes ( 1 ) ( 3 ) ( 5 ) ( 6 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Index Venture Associates III Ltd
NO. 1 SEATON PLACE
ST. HELIER, CHANNEL ISL., Y9JE4 8YJ
X
Index Venture Associates IV Ltd
44 ESPLANADE
ST. HELLIER, CHANNEL ISLANDS, Y9JE4 9WG
X
Index Venture Associates V Ltd
44 ESPLANADE
ST. HELLIER, CHANNEL ISLANDS, Y9JE4 9WG
X
Yucca (Jersey) SLP
44 THE ESPLANADE
ST. HELIER, Y9JE4 9WG
X
Signatures
/s/ Index Venture Associates IV Limited, By: /s/ Sinead Meehan, Director 12/14/2016
Signature of Reporting Person Date
/s/ Index Venture Associates III Limited, By: /s/ Nigel Greenwood, Director 12/14/2016
Signature of Reporting Person Date
Yucca (Jersey) SLP, By: Elian Employee Benefit Services Limited as authorized signatory of Yucca (Jersey) SLP in its capacity as an Administrator of the Index Co-Investment Scheme, By: /s/ Alex Di Santo and Edward Thorogood, Authorized Signatories 12/14/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Index Venture Associates III Limited is the general partner of Index Ventures III (Jersey), L.P., Index Ventures III (Delaware), L.P., and Index Ventures III Parallel Entrepreneur Fund (Jersey) L.P. Yucca (Jersey) SLP is the Administrator of the Index Co-Investment Scheme acting through Elian Employee Benefit Services Limited. Index Venture Associates IV Limited is the general partner of Index Ventures IV (Jersey) L.P. and Index Ventures IV Parallel Entrepreneur Fund (Jersey) L.P. Index Venture Associates V Limited is the general partner of Index Ventures V Parallel Entrepreneur Fund (Jersey), L.P. and Index Ventures V (Jersey), L.P.
( 2 )Composed of 35,376 common shares acquired by Index Ventures III (Jersey), L.P., 71,862 common shares acquired by Index Ventures III (Delaware), L.P., 1,280 common shares acquired by Index Ventures III Parallel Entrepreneur Fund (Jersey), L.P., 48,790 common shares acquired by Index Ventures IV (Jersey), L.P., 4,631 common shares acquired by Index Ventures IV Parallel Entrepreneur Fund (Jersey), L.P., 38,584 common shares acquired by Index Ventures V (Jersey), L.P., 313 common shares acquired by Index Ventures V Parallel Entrepreneur Fund (Jersey), L.P., and 1,798 common shares acquired by Yucca (Jersey) SLP.
( 3 )Composed of 813,095 common shares held by Index Ventures III (Jersey), L.P., 1,651,714 common shares held by Index Ventures III (Delaware), L.P., 29,424 common shares held by Index Ventures III Parallel Entrepreneur Fund (Jersey), L.P., 1,129,474 common shares held by Index Ventures IV (Jersey), L.P., 107,210 common shares held by Index Ventures IV Parallel Entrepreneur Fund (Jersey), L.P., 893,199 common shares held by Index Ventures V (Jersey), L.P., 7,238 common shares held by Index Ventures V Parallel Entrepreneur Fund (Jersey), L.P., and 59,552 common shares held by Yucca (Jersey) SLP.
( 4 )Composed of 35,376 warrant shares exercised by Index Ventures III (Jersey), L.P., 71,862 warrant shares exercised by Index Ventures III (Delaware), L.P., 1,280 warrant shares exercised by Index Ventures III Parallel Entrepreneur Fund (Jersey), L.P., 48,790 warrant shares exercised by Index Ventures IV (Jersey), L.P., 4,631 warrant shares exercised by Index Ventures IV Parallel Entrepreneur Fund (Jersey), L.P., 38,584 warrant shares exercised by Index Ventures V (Jersey), L.P., 313 warrant shares exercised by Index Ventures V Parallel Entrepreneur Fund (Jersey), L.P., and 1,798 warrant shares exercised by Yucca (Jersey) SLP.
( 5 )Michele Ollier, Director of the Issuer, is a partner of Medicxi Ventures (Jersey) Limited Succursale de Geneve which provides sub-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 Medicxi Ventures (UK) LLP which provides sub-advisory services 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 Venture Associates III Limited, Index Venture Associates IV Limited, Index Venture Associates V Limited and Yucca (Jersey) SLP (collectively, the "Index Entities") are members of a "group" for purposes of Section 13(d) of the Exchange Act.
( 6 )This Statement Form 4 is being filed jointly by the Index Entities. Each of the Index Entities disclaims beneficial ownership held of record by any of the other Index Entities, except to the extent of their respective proportionate pecuniary interest(s) therein.

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