Minerva Neurosciences, Inc. — Director's Dealing 2014

Jul 10, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Minerva Neurosciences, Inc. (NERV)
CIK: 0001598646
Period of Report: 2014-07-07

Reporting Person: Care Capital III LLC (10% Owner)
Reporting Person: Care Capital Investments III L.P. (10% Owner)
Reporting Person: Care Capital Offshore Investments III LP (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-07-07	Common Stock	C	114078	$6.00	Acquired	3083789	Indirect
2014-07-07	Common Stock	C	61923	$6.00	Acquired	3145712	Indirect
2014-07-07	Common Stock	P	737500	$6.00	Acquired	3883212	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-07-07	Convertible Promissory Note	$6.00	C	114078	Disposed		Convertible Promissory Note (114078)	Indirect
2014-07-07	Convertible Promissory Note	$6.00	C	61923	Disposed		Convertible Promissory Note (61923)	Indirect

Footnotes

F1: Care Capital III LLC is the general partner of Care Capital Investments III LP 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. Richard Markham, Jan Leschly, Jerry N. Karabelas and David R. Ramsay are the four managing members at Care Capital III LLC, and in their capacity as such, may be deemed to exercise shared voting and investment power over the shares held by the reporting persons, each of whom disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F2: The issuer's convertible promissory notes automatically converted 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 $6.00.

F3: Consists of notes with a principal balance of $639,323.10 and interest accrued through July 6, 2014 of $33,910 convertible into 112,205 shares of common stock held by CC III and notes with a principal balance of $10,676.90 and interest accrued through July 6, 2014 of $566 convertible into 1,873 shares of common stock held by CCO.

F4: Consists of notes with a principal balance of Euro 255,000.66 ($347,031.67, as converted) and interest accrued through July 6, 2014 of $18,406.94 convertible into 60,906 shares of common stock held by CC III and notes with a principal balance of Euro 4,258.59 ($5,795.54 as converted) and interest accrued through July 6, 2014 of $307.40 convertible into 1,017 shares of common stock held by CCO. All amounts converted from Euro into U.S. Dollars ($) applied the conversion rate from the Euro as of July 4, 2014, which was 1.360905.

F5: Consist of 725,386 shares owned by CC III and 12,114 shares owned by CCO.