Edgar Filing: Minerva Neurosciences, Inc.

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Index Venture Associates III Ltd

2. Date of Event Requiring Statement (Month/Day/Year)
06/30/2014

3. Issuer Name and Ticker or Trading Symbol
Minerva Neurosciences, Inc. [NERV]

(Last)

(First)

(Middle)

NO. 1 SEATON PLACE,Â

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

ST. HELIER,Â Y9Â JE 8YJ

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 Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	3,436,898 ⁽¹⁾ ⁽²⁾	I	See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Convertible Promissory Notes	Â ⁽⁵⁾	Â ⁽⁵⁾	Common Stock	113,891	$ ⁽⁵⁾	I	See Footnotes ⁽³⁾ ⁽⁴⁾ ⁽⁶⁾
Convertible Promissory Notes	Â ⁽⁵⁾	Â ⁽⁵⁾	Common Stock	61,913	$ ⁽⁵⁾	I	See Footnotes ⁽³⁾ ⁽⁴⁾ ⁽⁷⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Index Venture Associates III Ltd NO. 1 SEATON PLACE ST. HELIER,Â Y9Â JE 8YJ	Â	Â X	Â	Â
Yucca (Jersey) SLP NO. 1 SEATON PLACE ST. HELIER,Â Y9Â Y9 JE48YJ	Â	Â X	Â	Â
Index Venture Associates IV Ltd WHITELEY CHAMBERS, DON STREET ST HELIER,JERSEY, CHANNEL ISL.,Â X0Â JE4 9WG	Â	Â X	Â	Â
Index Venture Associates V Ltd OGIER HOUSE THE ESPLANADE ST. HELIER,Â Y9Â JE4 9WC	Â	Â X	Â	Â

Signatures

Index Venture Associates III /s/ Sinead Meehan		06/30/2014
^**Signature of Reporting Person		Date
Index Venture Associates IV /s/ Sinead Meehan		06/30/2014
^**Signature of Reporting Person		Date
Index Venture Associates V /s/ Sinead Meehan		06/30/2014
^**Signature of Reporting Person		Date
Yucca (Jersey) SLP By: Ogier Employee Benefit Services as Authorized Signatory of Yucca (Jersey) SLP in the capacity of Administrator of the Index Co-Investment Scheme /s/ Alex Di Santo and Edward Thorogood		06/30/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	Consists of: (a) 639,257 shares owned by Index Ventures III (Jersey), L.P. ("IVIII Jersey"), 1,298,582 shares owned by Index Ventures III (Delaware), L.P. ("IVIII Delaware"), and 23,134 shares owned by Index Ventures III Parallel Entrepreneur Fund (Jersey) ("IVPEF III"). Index Venture Associates III Limited is the general partner of IVIII Jersey, IVIII Delaware and IVPEF III, and Yucca (Jersey) SLP as Administrator of the Index Co-Investment Scheme ("Yucca") acting through Ogier Employee Benefit Services Limited, collectively, "Index III"; (b) 885,030 shares owned by Index Ventures IV (Jersey) L.P. ("IVIV Jersey") and 84,008 shares owned by Index Ventures IV Parallel Entrepreneur Fund (Jersey) L.P. ("IVPEF IV"). Index Venture Associates IV Limited is the general partner of IVIV Jersey and IVPEF IV, collectively, "Index IV";
(2)	(c) 3,708 shares owned by Index Ventures V Parallel Entrepreneur Fund (Jersey), L.P. ("IVPEF V") and 457,638 shares owned by Index Ventures V (Jersey), L.P. ("IVV Jersey"). Index Ventures Associates V Limited is the general partner of IVPEF V and IVV Jersey, collectively, "Index V"; and (d) 45,541 shares owned by Yucca.
(3)	Michele Ollier, Director of the Issuer, is a partner of the Index Venture group which provides 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 Index Venture Management LLP which acts as investment advisor 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 III, Index IV, Index V and Yucca (collectively, the "Index Entities") are members of a "group" for purposes of Section 13(d) of the Exchange Act.
(4)	This Statement Form 3 is being filed jointly by the Index Entities in connection with the effectiveness of the Issuer's Registration Statement on Form S-1 (File No. 333-195169). Each of the Index Entities disclaims beneficial ownership of the securities held of record by any of the other Index Entities, except, in each case, to the extent of their respective proportionate pecuniary interest(s) therein.
(5)	The outstanding principal and accrued and unpaid interest on the convertible promissory notes shall automatically convert upon the closing of the issuer's initial public offering into a number of shares of common stock equal to the quotient of the aggregate outstanding principal amount and all accrued and unpaid interest due under the notes divided by the initial public offering price, which is currently assumed to be $6.00 per share.
(6)	Consists of notes with a principal balance of $210,198.30 and interest accrued through June 30, 2014 of $10,780.58 convertible into 36,380 shares of Common Stock held by IVIII Jersey; notes with a principal balance of $426,995.40 and interest accrued through June 30, 2014 of $21,899.60 convertible into 74,816 shares of Common Stock held by IVIII Delaware; notes with a principal balance of $7,606.30 and interest accrued through June 30, 2014 of $390.11 convertible into 1,333 shares of Common Stock held by IVPEF III; and notes with a principal balance of $5,200 and interest accrued through June 30, 2014 of $266.70 convertible into 912 shares held by Yucca.
(7)	Consists of notes with a principal balance of Euro 234,888.88 ($320,130.05, as converted) and interest accrued through June 30, 2014 of Euro 12,046.89 ($16,418.71, as converted) convertible into 56,092 shares of Common Stock held by IVIV Jersey; notes with a principal balance of Euro 22,296.30 ($30,387.63, as converted) and interest accrued through June 30, 2014 of Euro 1,143.52 ($1,558.51, as converted) convertible into 5,325 shares of Common Stock held by IVPEF IV; and notes with a principal balance of Euro 2,074.07 ($2,826.75, as converted) and interest accrued through June 30, 2014 of Euro 106.38 ($144.98, as converted) convertible into 496 shares of common stock held by Yucca acting through Ogier Employee Benefit Services Limited. All amounts converted from Euro (Euro) into U.S. Dollars ($) applied the conversion rate from the Euro as of June 25, 2014, which was 1.3629.

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