Minerva Neurosciences, Inc. — Director's Dealing 2015

Jan 9, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Minerva Neurosciences, Inc. (NERV)
CIK: 0001598646
Period of Report: 2015-01-06

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
2015-01-06	Common Stock	S	396871	$7.94	Disposed	3486341	Indirect
2015-01-07	Common Stock	S	64278	$5.85	Disposed	3422063	Indirect
2015-01-08	Common Stock	S	70659	$5.66	Disposed	3351404	Indirect

Footnotes

F1: The shares were sold as follows: 390,352 by Care Capital Investments III L.P. and 6,519 by Care Capital Offshore Investments III LP.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.00 to $6.50, 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).

F3: Consists of 3,429,076 shares held by Care Capital Investments III L.P. and 57,265 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.

F4: The shares were sold as follows: 63,222 by Care Capital Investments III L.P. and 1,056 by Care Capital Offshore Investments III LP.

F5: 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.

F6: Consists of 3,365,854 shares held by Care Capital Investments III L.P. and 56,209 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.

F7: The shares were sold as follows: 69,499 by Care Capital Investments III L.P. and 1,160 by Care Capital Offshore Investments III LP.

F8: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.88 to $5.56, inclusive.

F9: Consists of 3,296,355 shares held by Care Capital Investments III L.P. and 55,049 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.