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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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) |
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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 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 |
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/s/ Marc D. Beer | 02/02/2018 | |
**Signature of Reporting Person | Date |
* | 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. |