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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13D |
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Under the Securities Exchange Act of 1934
(Amendment No. 1)(1)
MINERVA NEUROSCIENCES, INC.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
603380106
(CUSIP Number)
David R. Ramsay
Care Capital III LLC
47 Hulfish Street, Suite 310
Princeton, New Jersey 08542
609-683-8300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 6, 2015
(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).
CUSIP No. 603380106 |
13D |
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Names of Reporting Persons. | |||||
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Check the Appropriate Box if a Member of a Group* | |||||
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(a) |
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(b) |
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SEC Use Only | |||||
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Source of Funds* (See Instructions) | |||||
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||||
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Citizenship or Place of Organization | |||||
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Sole Voting Power | |||||
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Shared Voting Power | ||||||
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Sole Dispositive Power | ||||||
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Shared Dispositive Power | ||||||
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Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)* o | |||||
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Percent of Class Represented by Amount in Row (11) | |||||
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Type of Reporting Person* | |||||
CUSIP No. 603380106 |
13D |
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Names of Reporting Persons. | |||||
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Check the Appropriate Box if a Member of a Group* | |||||
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(a) |
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(b) |
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SEC Use Only | |||||
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Source of Funds* (See Instructions) | |||||
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||||
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Citizenship or Place of Organization | |||||
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Number of |
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Sole Voting Power | |||||
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Shared Voting Power | ||||||
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Sole Dispositive Power | ||||||
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Shared Dispositive Power | ||||||
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Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)* o | |||||
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Percent of Class Represented by Amount in Row (11) | |||||
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Type of Reporting Person* | |||||
CUSIP No. 603380106 |
13D |
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Names of Reporting Persons. | |||||
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Check the Appropriate Box if a Member of a Group* | |||||
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(a) |
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(b) |
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SEC Use Only | |||||
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Source of Funds* (See Instructions) | |||||
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||||
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Citizenship or Place of Organization | |||||
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Number of |
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Sole Voting Power | |||||
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Shared Voting Power | ||||||
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Sole Dispositive Power | ||||||
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Shared Dispositive Power | ||||||
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Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)* o | |||||
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Percent of Class Represented by Amount in Row (11) | |||||
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Type of Reporting Person* | |||||
EXPLANATORY NOTE
This Amendment No. 1 to the Schedule 13D amends and supplements the Schedule 13D, filed July 18, 2014 (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:
From January 6, 2015 through January 8, 2015, Care Capital Investments III L.P. sold 523,073 shares of Issuers Common Stock and Care Capital Offshore Investments III LP sold 8,735 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 January 16, 2015, Care Capital Investments III L.P. is the beneficial owner of 3,296,355 shares of the Issuers Common Stock, representing 17.9%% of the Issuers shares of Common Stock outstanding (based upon 18,439,482 shares of Common Stock outstanding, as reported in the Issuers Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 filed on November 5, 2014). As of January 16, 2015, Care Capital Offshore Investments III LP is the beneficial owner of 55,049 shares of the Issuers Common Stock, representing 0.3% of the Issuers shares of Common Stock outstanding (based upon 18,439,482 shares of Common Stock outstanding, as reported in the Issuers Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 filed on November 5, 2014). 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 3,351,404 shares of the Issuers Common Stock held by Care Capital Investments III L.P. and Care Capital Offshore Investments III LP , representing 18.2% of the Issuers shares of Common Stock outstanding (based upon 18,439,482 shares of Common Stock outstanding, as reported in the Issuers Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 filed on November 5, 2014). 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 3,296,355 shares of Issuers Common Stock held by Care Capital Investments III L.P. and 55,049 shares of Issuers Common Stock held by Care Capital Offshore Investments III LP. 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.
(c) During the past sixty days prior to the date hereof, the following transactions occurred:
Identity of Person Who |
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Amount of |
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Weighted |
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Where and How | |
Care Capital Investments III L.P. |
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1/6/2015 |
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390,352 |
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7.94 |
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Open Market |
Care Capital Offshore Investments III LP |
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1/6/2015 |
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6,519 |
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$ |
7.94 |
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Open Market |
Care Capital Investments III L.P. |
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1/7/2015 |
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63,222 |
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5.85 |
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Open Market |
Care Capital Offshore Investments III LP |
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1/7/2015 |
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1,056 |
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$ |
5.85 |
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Open Market |
Care Capital Investments III L.P. |
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1/8/2015 |
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69,499 |
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5.66 |
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Open Market |
Care Capital Offshore Investments III LP |
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1/8/2015 |
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1,160 |
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5.66 |
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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.
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: January 16, 2015 |
Care Capital III LLC | |
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By: |
/s/ David R. Ramsay |
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Name: |
David R. Ramsay |
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Title: |
Partner |
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Dated: January 16, 2015 |
Care Capital Investments III L.P. | |
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By: Care Capital III LLC, its General Partner | |
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By: |
/s/ David R. Ramsay |
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Name: |
David R. Ramsay |
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Title: |
Partner |
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Dated: January 16, 2015 |
Care Capital Offshore Investments III LP | |
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By: Care Capital III LLC, its General Partner | |
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By: |
/s/ David R. Ramsay |
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Name: |
David R. Ramsay |
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Title: |
Partner |
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations
(See 18 U.S.C. 1001)