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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Care Capital III LLC 47 HULFISH STREET SUITE 310 PRINCETON, NJ 08542 |
X | |||
Care Capital Investments III L.P. 47 HULFISH STREET SUITE 310 PRINCETON, NJ 08542 |
X | |||
Care Capital Offshore Investments III LP 47 HULFISH STREET SUITE 310 PRINCETON, NJ 08542 |
X |
Care Capital III, LLC /s/ David R. Ramsay | 01/26/2015 | |
**Signature of Reporting Person | Date | |
Care Capital Investments III L.P., By: Care Capital III, LLC, Its General Partner /s/ David R. Ramsay | 01/26/2015 | |
**Signature of Reporting Person | Date | |
Care Capital Offshore Investments III LP, By: Care Capital III, LLC, Its General Partner /s/ David R. Ramsay | 01/26/2015 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | The shares were sold as follows: 389,197 by Care Capital Investments III L.P. and 6,500 by Care Capital Offshore Investments III LP. |
(2) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.28 to $5.00, inclusive. The reporting person undertakes to provide to Minerva Neurosciences, Inc., 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 ranges set forth in footnotes (2), (5) and (8). |
(3) | Consists of 2,907,158 shares held by Care Capital Investments III L.P. and 48,549 shares held by Care Capital Offshore Investments III LP. Care Capital III, LLC is the general partner of Care Capital Investments III L.P. and Care Capital Offshore Investments III LP and as a result, Care Capital III, LLC has the ultimate power to vote or direct the vote and to dispose or direct the disposition of such shares. Care Capital III, LLC is managed by three or more members and accordingly none of the managing members is deemed to have voting or dispositive control over the securities. |
(4) | The shares were sold as follows: 62,264 by Care Capital Investments III L.P. and 1,040 by Care Capital Offshore Investments III LP. |
(5) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.42 to $5.50, inclusive. |
(6) | Consists of 2,844,894 shares held by Care Capital Investments III L.P. and 47,509 shares held by Care Capital Offshore Investments III LP. |
(7) | The shares were sold as follows: 22,731 by Care Capital Investments III L.P. and 380 by Care Capital Offshore Investments III LP. |
(8) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.11 to $5.00, inclusive. |
(9) | Consists of 2,822,163 shares held by Care Capital Investments III L.P. and 47,129 shares held by Care Capital Offshore Investments III LP. |