Minerva Neurosciences, Inc. — Director's Dealing 2014

Jul 1, 2014

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Minerva Neurosciences, Inc. (NERV)
CIK: 0001598646
Period of Report: 2014-06-30

Reporting Person: Pellegrini Lorenzo (Director, 10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2969711	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Convertible Promissory Notes	$		Common Stock (113890)		Indirect
Convertible Promissory Notes	$		Common Stock (61912)		Indirect

Footnotes

F1: Lorenzo Pellegrini, Director of the Issuer, is a partner of Care Capital, LLC which is affiliated with Care Capital Investments III, LP ("CC III") and Care Capital Offshore Investments III, LP (CCO). Dr. Pellegrini disclaims beneficial ownership of all such shares held by the foregoing funds, except to the extent of his proportionate pecuniary interest therein.

F2: Consists of 2,920,931 shares held by Care Capital Investments III, LP ("CC III") and 48,780 shares held by Care Capital Offshore Investments III, LP ("CCO").

F3: Care Capital III LLC is the general partner of Care Capital Investments III LP and Care Capital Offshore Investments III LP. 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.

F4: 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.

F5: Consists of notes with a principal balance of $639,323.10 and interest accrued through June 30, 2014 of $32,789.39 convertible into 112,019 shares of common stock held by CC III and notes with a principal balance of $10,676.90 and interest accrued through June 30, 2014 of $547.59 convertible into 1,871 shares of common stock held by CCO.

F6: Consists of notes with a principal balance of Euro 255,000.66 ($347,540.40, as converted) and interest accrued through June 30, 2014 of Euro 13,078.38 ($17,824.52, as converted) convertible into 60,895 shares of common stock held by CC III and notes with a principal balance of Euro 4,258.59 ($5,804.03, as converted) and interest accrued through June 30, 2014 of Euro 218.42 ($297.68, as converted) convertible into 1,017 shares of common stock held by CCO. All amounts converted from Euro into U.S. Dollars ($) applied the conversion rate from the Euro as of June 25, 2014, which was 1.3629.