a68216_sc13g.htm
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
 
  
 
Under the Securities Exchange Act of 1934
 
  
 
(Amendment No. ___)*
  

 
Minerva Neurosciences, Inc.
  
 
(Name of Issuer)
  

 
Common Stock, $0.0001 par value
  
 
(Title of Class of Securities)
  

 
603380106
  
 
(CUSIP Number)
  

 
March 13, 2015
  
 
(Date of Event which Requires Filing of this Statement)
  


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
[ ]
Rule 13d-1(b)
   
[x]
Rule 13d-1(c)
   
[ ]
Rule 13d-1(d)
   
   
 
 
 
 
 
___________________________________
*  The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
CUSIP NO.      603380106
 
1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
Cormorant Global Healthcare Master Fund, LP
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [x]
3
SEC Use Only
4
Citizenship or Place of Organization.
 
Cayman Islands
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5    Sole Voting Power
 
0 shares
 
6    Shared Voting Power
 
1,824,206 shares
 
Refer to Item 4 below.
7    Sole Dispositive Power
 
0 shares
 
8    Shared Dispositive Power
 
1,824,206 shares
 
Refer to Item 4 below.
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,824,206 shares
 
Refer to Item 4 below.
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ] N/A
11
Percent of Class Represented by Amount in Row (9)*
 
7.2%
 
Refer to Item 4 below.
12
Type of Reporting Person (See Instructions)
 
PN (Partnership)
 

 
 
 
 
CUSIP NO.      603380106
 
1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
Cormorant Global Healthcare GP, LLC
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [x]
3
SEC Use Only
4
Citizenship or Place of Organization.
 
Delaware
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5    Sole Voting Power
 
0 shares
 
6    Shared Voting Power
 
1,824,206 shares
 
Refer to Item 4 below.
7    Sole Dispositive Power
 
0 shares
 
8    Shared Dispositive Power
 
1,824,206 shares
 
Refer to Item 4 below.
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,824,206 shares
 
Refer to Item 4 below.
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ] N/A
11
Percent of Class Represented by Amount in Row (9)*
 
7.2%
 
Refer to Item 4 below.
12
Type of Reporting Person (See Instructions)
 
OO (Limited Liability Company)
 
 
 
 
 
 
CUSIP NO.      603380106
 
1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
Cormorant Asset Management, LLC
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [x]
3
SEC Use Only
4
Citizenship or Place of Organization.
 
Delaware
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5    Sole Voting Power
 
0 shares
 
6    Shared Voting Power
 
1,824,206 shares
 
Refer to Item 4 below.
7    Sole Dispositive Power
 
0 shares
 
8    Shared Dispositive Power
 
1,824,206 shares
 
Refer to Item 4 below.
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,824,206 shares
 
Refer to Item 4 below.
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ] N/A
11
Percent of Class Represented by Amount in Row (9)*
 
7.2%
 
Refer to Item 4 below.
12
Type of Reporting Person (See Instructions)
 
OO (Limited Liability Company)
 

 
 
 
 
CUSIP NO.      603380106
 
1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
Bihua Chen
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [x]
3
SEC Use Only
4
Citizenship or Place of Organization.
 
United States
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5    Sole Voting Power
 
0 shares
 
6    Shared Voting Power
 
1,824,206 shares
 
Refer to Item 4 below.
7    Sole Dispositive Power
 
0 shares
 
8    Shared Dispositive Power
 
1,824,206 shares
 
Refer to Item 4 below.
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,824,206 shares
 
Refer to Item 4 below.
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ] N/A
11
Percent of Class Represented by Amount in Row (9)*
 
7.2%
 
Refer to Item 4 below.
12
Type of Reporting Person (See Instructions)
 
IN (Individual)
 

 
 
 
 
CUSIP NO.      603380106
 
Item 1.
 
 
 
(a)
Name of Issuer
 
   
Minerva Neurosciences, Inc.
 
 
(b)
Address of Issuer’s Principal Executive Offices
   
 
1601 Trapelo Road
Waltham, Massachusetts 02451

Item 2.
 
 
 
(a)
Name of Person Filing
 
   
Cormorant Global Healthcare Master Fund, LP
Cormorant Global Healthcare GP, LLC
Cormorant Asset Management, LLC
Bihua Chen
 
 
(b)
Address of Principal Business Office or, if none, Residence
 
   
100 High Street, Suite 1105
Boston, MA 02110
 
 
(c)
Citizenship
   
 
Cormorant Global Healthcare Master Fund, LP - Cayman Islands
Cormorant Global Healthcare GP, LLC - Delaware
Cormorant Asset Management, LLC - Delaware
Bihua Chen - United States
 
 
(d)
Title of Class of Securities
 
   
Common Stock
 
 
(e)
CUSIP Number
 
   
603380106

 
 
 
 
CUSIP NO.      603380106
 
Item 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
 
 
 
(a)
[ ]
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
 
(b)
[ ]
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
 
(c)
[ ]
Insurance Company as defined in Section 3(a)(19) of the Act
 
(d)
[ ]
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
 
(e)
[ ]
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
 
(f)
[ ]
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
 
(g)
[ ]
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
 
(h)
[ ]
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
(i)
[ ]
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
 
(j)
[ ]
A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
 
(k)
[ ]
Group, in accordance with §240.13d-1(b)(1)(ii)(K).

Item 4.
Ownership***
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
 
(a)
Amount Beneficially Owned***
   
 
Cormorant Global Healthcare Master Fund, LP - 1,824,206 shares
Cormorant Global Healthcare GP, LLC - 1,824,206 shares
Cormorant Asset Management, LLC - 1,824,206 shares
Bihua Chen - 1,824,206 shares
 
 
(b)
Percent of Class
 
   
Cormorant Global Healthcare Master Fund, LP - 7.2%
Cormorant Global Healthcare GP, LLC - 7.2%
Cormorant Asset Management, LLC - 7.2%
Bihua Chen - 7.2%
 
 
(c)
Number of shares as to which such person has:
 
   
(i)
sole power to vote or to direct the vote
 
 
 
 
 
CUSIP NO.      603380106
 
     
Cormorant Global Healthcare Master Fund, LP - 0 shares
Cormorant Global Healthcare GP, LLC - 0 shares
Cormorant Asset Management, LLC - 0 shares
Bihua Chen - 0 shares
 
   
(ii)
shared power to vote or to direct the vote
     
 
Cormorant Global Healthcare Master Fund, LP - 1,824,206 shares
Cormorant Global Healthcare GP, LLC - 1,824,206 shares
Cormorant Asset Management, LLC - 1,824,206 shares
Bihua Chen - 1,824,206 shares
 
   
(iii)
sole power to dispose or to direct the disposition of
     
Cormorant Global Healthcare Master Fund, LP - 0 shares
Cormorant Global Healthcare GP, LLC - 0 shares
Cormorant Asset Management, LLC - 0 shares
Bihua Chen - 0 shares
 
   
(iv)
shared power to dispose or to direct the disposition of
     
 
Cormorant Global Healthcare Master Fund, LP - 1,824,206 shares
Cormorant Global Healthcare GP, LLC - 1,824,206 shares
Cormorant Asset Management, LLC - 1,824,206 shares
Bihua Chen - 1,824,206 shares

 
 
*** Shares reported herein represent 1,824,206 shares that may be deemed beneficially owned by Cormorant Global Healthcare Master Fund, LP (the “Fund”) as a result of the Fund’s ownership of 1,216,303 common stock of the issuer and warrants exercisable for 607,903 common stock of the issuer.  Cormorant Global Healthcare GP, LLC serves as the general partner of the Fund, and Cormorant Asset Management, LLC serves as the investment manager of the Fund.  Bihua Chen serves as the managing member of Cormorant Global Healthcare GP, LLC and Cormorant Asset Management, LLC.  Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.
 
 
Item 5.
Ownership of Five Percent or Less of a Class
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [  ].
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person
 
Not applicable.
 
 
 
 
 
CUSIP NO.      603380106
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
 
Not applicable.
 
Item 8.
Identification and Classification of Members of the Group
 
Not applicable.
 
Item 9.
Notice of Dissolution of Group
 
Not applicable.
 
Item 10.
Certification
 
By signing below I certify that, to the best of my 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 of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 
 
 
 
 
 


 
 
 
 
CUSIP NO.      603380106
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.
 
March __, 2015
 

 
CORMORANT GLOBAL HEALTHCARE MASTER FUND, LP
 
By: Cormorant Global Healthcare GP, LLC
 
its General Partner
   
 
By: /s/ Bihua Chen
 
Bihua Chen, Managing Member
   
 
CORMORANT GLOBAL HEALTHCARE GP, LLC
   
 
By: /s/ Bihua Chen
 
Bihua Chen, Managing Member
   
 
CORMORANT ASSET MANAGEMENT, LLC
   
 
By: /s/ Bihua Chen
 
Bihua Chen, Managing Member
   
 
/s/ Bihua Chen
 
Bihua Chen