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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G
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(Rule 13d-102)
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INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
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TO RULES 13d-1(b),(c) AND (d) AND AMENDMENTS THERETO FILED
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PURSUANT TO RULE 13d-2(b)
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(Amendment No. )1
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Minerva Neurosciences, Inc.
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(Name of Issuer)
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Common Stock, $.0001 par value
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(Title of Class of Securities)
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603380 10 6
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(CUSIP Number)
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July 7, 2014
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(Date of Event Which Requires Filing of this Statement)
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1.
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Johnson & Johnson
EIN: 22-1024240
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [ ]
(b) [ ]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER -0-
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6.
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SHARED VOTING POWER 3,284,353
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7.
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SOLE DISPOSITIVE POWER -0-
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8.
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SHARED DISPOSITIVE POWER 3,284,353
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 3,284,353
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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[ ]
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 18.0%
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12.
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TYPE OF REPORTING PERSON CO
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1.
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Johnson & Johnson Development Corporation
EIN: 22-2007137
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [ ]
(b) [ ]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER -0-
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6.
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SHARED VOTING POWER 3,284,353
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7.
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SOLE DISPOSITIVE POWER -0-
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8.
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SHARED DISPOSITIVE POWER 3,284,353
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 3,284,353
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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[ ]
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 18.0%
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12.
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TYPE OF REPORTING PERSON CO
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ITEM 1(a)
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NAME OF ISSUER:
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Minerva Neurosciences, Inc.
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ITEM 1(b)
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ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
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245 First Street Suite 1800
Cambridge, MA 02142
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ITEM 2(a)
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NAME OF PERSON FILING:
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This statement is being filed by Johnson & Johnson, a New Jersey corporation (“J&J”), and Johnson & Johnson Development Corporation, a New Jersey corporation (“JJDC”). JJDC is a wholly-owned subsidiary of J&J. The securities reported herein as being held by J&J and JJDC are directly beneficially owned by JJDC. J&J may be deemed to indirectly beneficially own the securities that are directly beneficially owned by JJDC.
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ITEM 2(b)
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ADDRESS OF PRINCIPAL BUSINESS OFFICE:
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One Johnson & Johnson Plaza
New Brunswick, NJ 08933
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ITEM 2(c)
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CITIZENSHIP:
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J&J: New Jersey
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JJDC: New Jersey
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ITEM 2(d)
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TITLE OF CLASS OF SECURITIES:
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Common Stock, $.0001 par value per share (“Common Stock”)
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ITEM 2(e)
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CUSIP NUMBER:
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603380 10 6
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ITEM 3
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STATEMENTS FILED PURSUANT TO RULES 13D-1(B) OR 13D-2(B) OR (C):
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Not applicable.
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ITEM 4
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OWNERSHIP:
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(a)
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Amount Beneficially Owned:
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J&J: 3,284,353 shares of Common Stock
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JJDC: 3,284,353 shares of Common Stock
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(b)
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Percent of Class:
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J&J: 18.0%*
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JJDC: 18.0%*
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*Based on 18,278,084 shares of Common Stock outstanding on July 7, 2014 after the closing of the Issuer’s initial public offering and concurrent private placements.
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(c)
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Number of shares as to which such person has
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(i)
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sole power to vote or to direct the vote: -0-
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(ii)
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shared power to vote or to direct the vote:
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J&J: 3,284,353
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JJDC: 3,284,353
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(iii)
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sole power to dispose or to direct the disposition of: -0-
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(iv)
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shared power to dispose or to direct the disposition of:
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J&J: 3,284,353
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JJDC: 3,284,353
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ITEM 5
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OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
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Not applicable.
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ITEM 6
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OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
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Not applicable.
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ITEM 7
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IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT COMPANY:
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Not applicable.
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ITEM 8
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IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
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Not applicable.
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ITEM 9
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NOTICE OF DISSOLUTION OF GROUP:
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Not applicable.
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ITEM 10
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CERTIFICATION:
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By signing below the undersigned certify that, to the best of their knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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JOHNSON & JOHNSON
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By:
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/s/ Douglas Chia
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Name:
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Douglas Chia
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Title:
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Secretary
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JOHNSON & JOHNSON DEVELOPMENT CORPORATION
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By:
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/s/ Steven M. Rosenberg
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Name:
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Steven M. Rosenberg
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Title:
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Secretary
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