Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Beer Marc D
  2. Issuer Name and Ticker or Trading Symbol
Minerva Neurosciences, Inc. [NERV]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O MINERVA NEUROSCIENCES, INC., 1601 TRAPELO ROAD, SUITE 284
3. Date of Earliest Transaction (Month/Day/Year)
01/31/2018
(Street)

WALTHAM, MA 02451
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 9.49 01/31/2018   D(1)     80,356   (1) 12/19/2023 Common Stock 80,356 $ 0 0 D  
Stock Option (Right to Buy) $ 9.49 01/31/2018   A(1)   80,356     (1) 01/31/2020 Common Stock 80,356 $ 0 80,356 D  
Stock Option (Right to Buy) $ 6 01/31/2018   D(2)     127,513   (2) 06/29/2024 Common Stock 127,513 $ 0 0 D  
Stock Option (Right to Buy) $ 6 01/31/2018   A(2)   127,513     (2) 01/31/2020 Common Stock 127,513 $ 0 127,513 D  
Stock Option (Right to Buy) $ 4.34 01/31/2018   D(3)     7,500   (3) 02/01/2025 Common Stock 7,500 $ 0 0 D  
Stock Option (Right to Buy) $ 4.34 01/31/2018   A(3)   7,500     (3) 01/31/2020 Common Stock 7,500 $ 0 7,500 D  
Stock Option (Right to Buy) $ 10.2 01/31/2018   D(4)     12,500   (4) 06/15/2026 Common Stock 12,500 $ 0 0 D  
Stock Option (Right to Buy) $ 10.2 01/31/2018   A(4)   12,500     (4) 01/31/2020 Common Stock 12,500 $ 0 12,500 D  
Stock Option (Right to Buy) $ 10 01/31/2018   D(5)     12,500   (5) 05/31/2027 Common Stock 12,500 $ 0 0 D  
Stock Option (Right to Buy) $ 10 01/31/2018   A(5)   12,500     (5) 01/31/2020 Common Stock 12,500 $ 0 12,500 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Beer Marc D
C/O MINERVA NEUROSCIENCES, INC.
1601 TRAPELO ROAD, SUITE 284
WALTHAM, MA 02451
  X      

Signatures

 /s/ Marc D. Beer   02/02/2018
**Signature of Reporting Person Date

Explanation of Responses:

* 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 two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on December 20, 2013 and is fully vested.
(2) The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on June 30, 2014 and is fully vested.
(3) The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on February 2, 2015 and is fully vested.
(4) The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on June 16, 2016 and is fully vested.
(5) The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on June 1, 2017 and provides for vesting in four equal quarterly installments at a rate of 1/4 of the total number of shares every three months, with the first 1/4 vesting on the date that is three months following June 1, 2017 and an additional 1/4 every three months thereafter, subject in each case to the continued service of the Reporting Person as a non-employee director as of such vesting date.

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