Ross A MD Jaffe Form 3/A MINERVA SURGICAL / ROSS A MD JAFFE ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

JAFFE ROSS A MD

(Last)

(First)

(Middle)

C/O MINERVA SURGICAL, INC.

4255 BURTON DRIVE

(Street)

SANTA CLARA

95054

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/21/2021

3. Issuer Name and Ticker or Trading Symbol
MINERVA SURGICAL INC [ UTRS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)
10/21/2021

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	878,947	⁽¹⁾	I	See Footnote⁽²⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	5,536	⁽¹⁾	I	See Footnote⁽³⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	499,843	⁽¹⁾	I	See Footnote⁽²⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	3,148	⁽¹⁾	I	See Footnote⁽³⁾
Subordinated Secured Convertible Promissory Note	⁽⁴⁾	⁽⁴⁾	Series D Preferred Stock	⁽⁴⁾	⁽⁴⁾	I	See Footnote⁽⁵⁾
Subordinated Secured Convertible Promissory Note	⁽⁶⁾	⁽⁶⁾	Series D Preferred Stock	⁽⁶⁾	⁽⁶⁾	I	See Footnote⁽⁵⁾
Subordinated Secured Convertible Promissory Note	⁽⁷⁾	⁽⁷⁾	Series D Preferred Stock	⁽⁷⁾	⁽⁷⁾	I	See Footnote⁽⁵⁾
Subordinated Secured Convertible Promissory Note	⁽⁸⁾	⁽⁸⁾	Series D Preferred Stock	⁽⁸⁾	⁽⁸⁾	I	See Footnote⁽²⁾
Subordinated Secured Convertible Promissory Note	⁽⁹⁾	⁽⁹⁾	Series D Preferred Stock	⁽⁹⁾	⁽⁹⁾	I	See Footnote⁽²⁾
Subordinated Secured Convertible Promissory Note	⁽¹⁰⁾	⁽¹⁰⁾	Series D Preferred Stock	⁽¹⁰⁾	⁽¹⁰⁾	I	See Footnote⁽²⁾
Subordinated Secured Convertible Promissory Note	⁽¹¹⁾	⁽¹¹⁾	Series D Preferred Stock	⁽¹¹⁾	⁽¹¹⁾	I	See Footnote⁽²⁾
Subordinated Secured Convertible Promissory Note	⁽¹²⁾	⁽¹²⁾	Series D Preferred Stock	⁽¹²⁾	⁽¹²⁾	I	See Footnote⁽³⁾
Subordinated Secured Convertible Promissory Note	⁽¹³⁾	⁽¹³⁾	Series D Preferred Stock	⁽¹³⁾	⁽¹³⁾	I	See Footnote⁽³⁾
Subordinated Secured Convertible Promissory Note	⁽¹⁴⁾	⁽¹⁴⁾	Series D Preferred Stock	⁽¹⁴⁾	⁽¹⁴⁾	I	See Footnote⁽³⁾
Subordinated Secured Convertible Promissory Note	⁽¹⁵⁾	⁽¹⁵⁾	Series D Preferred Stock	⁽¹⁵⁾	⁽¹⁵⁾	I	See Footnote⁽³⁾

Explanation of Responses:

1. Each share of Series C Preferred Stock and Series D Preferred Stock (collectively, the "Preferred Stock") is convertible into shares of the Company's common stock ("Common Stock") at a 1:1 ratio in connection with the Company's initial public offering. The Preferred Stock has no expiration date.

2. The securities are held by Versant Venture Capital IV, L.P. ("Versant IV"). Versant Ventures IV, LLC ("Versant Ventures IV GP") is the general partner of Versant IV. The Reporting Person is a managing director of Versant Ventures IV GP and may be deemed to share voting and dispositive power over the shares held by Versant IV; however, he disclaims beneficial ownership of such securities, except to the extent of his pecuniary interests therein.

3. The securities are held by Versant Side Fund IV, L.P. ("Versant Side Fund IV"). Versant Ventures IV GP is the general partner of Versant Side Fund IV. The Reporting Person is a managing director of Versant Ventures IV GP and may be deemed to share voting and dispositive power over the shares held by Versant Side Fund IV; however, he disclaims beneficial ownership of such securities, except to the extent of his pecuniary interests therein.

4. Represents $395,813.73 of outstanding principal and interest calculated through October 26, 2021, at which time it is expected that this amount shall convert into shares of Series D Convertible Preferred Stock at a conversion price per share of approximately $11.31, which shares will then convert into shares of Common Stock at a 1:1 ratio in connection with the Company's initial public offering.

5. The securities are held by The Jaffe Family Trust dtd 7/9/91 of which Ross A Jaffe is a trustee.

6. Represents $395,556.98 of outstanding principal and interest calculated through October 26, 2021, at which time it is expected that this amount shall convert into shares of Series D Convertible Preferred Stock at a conversion price per share of approximately $11.31, which shares will then convert into shares of Common Stock at a 1:1 ratio in connection with the Company's initial public offering.

7. Represents $279,941.92 of outstanding principal and interest calculated through October 26, 2021, at which time it is expected that this amount shall convert into shares of Series D Convertible Preferred Stock at a conversion price per share of approximately $11.31, which shares will then convert into shares of Common Stock at a 1:1 ratio in connection with the Company's initial public offering.

8. Represents $818,269.09 of outstanding principal and interest calculated through October 26, 2021, at which time it is expected that this amount shall convert into shares of Series D Convertible Preferred Stock at a conversion price per share of approximately $11.31, which shares will then convert into shares of Common Stock at a 1:1 ratio in connection with the Company's initial public offering.

9. Represents $787,049.83 of outstanding principal and interest calculated through October 26, 2021, at which time it is expected that this amount shall convert into shares of Series D Convertible Preferred Stock at a conversion price per share of approximately $11.31, which shares will then convert into shares of Common Stock at a 1:1 ratio in connection with the Company's initial public offering.

10. Represents $775,985.84 of outstanding principal and interest calculated through October 26, 2021, at which time it is expected that this amount shall convert into shares of Series D Convertible Preferred Stock at a conversion price per share of approximately $11.31, which shares will then convert into shares of Common Stock at a 1:1 ratio in connection with the Company's initial public offering.

11. Represents $834,568.37 of outstanding principal and interest calculated through October 26, 2021, at which time it is expected that this amount shall convert into shares of Series D Convertible Preferred Stock at a conversion price per share of approximately $11.31, which shares will then convert into shares of Common Stock at a 1:1 ratio in connection with the Company's initial public offering.

12. Represents $5,154.72 of outstanding principal and interest calculated through October 26, 2021, at which time it is expected that this amount shall convert into shares of Series D Convertible Preferred Stock at a conversion price per share of approximately $11.31, which shares will then convert into shares of Common Stock at a 1:1 ratio in connection with the Company's initial public offering.

13. Represents $4,958.05 of outstanding principal and interest calculated through October 26, 2021, at which time it is expected that this amount shall convert into shares of Series D Convertible Preferred Stock at a conversion price per share of approximately $11.31, which shares will then convert into shares of Common Stock at a 1:1 ratio in connection with the Company's initial public offering.

14. Represents $4,888.35 of outstanding principal and interest calculated through October 26, 2021, at which time it is expected that this amount shall convert into shares of Series D Convertible Preferred Stock at a conversion price per share of approximately $11.31, which shares will then convert into shares of Common Stock at a 1:1 ratio in connection with the Company's initial public offering.

15. Represents $5,257.39 of outstanding principal and interest calculated through October 26, 2021, at which time it is expected that this amount shall convert into shares of Series D Convertible Preferred Stock at a conversion price per share of approximately $11.31, which shares will then convert into shares of Common Stock at a 1:1 ratio in connection with the Company's initial public offering.

Remarks:

This amended Form 3 is being filed to correct an inadvertent omission from the Form 3 filed on October 21, 2021, as amended on December 8, 2021 (the "Prior Form 3"), which omitted the Preferred Stock shares held by each of Versant Venture Capital IV, L.P. and Versant Side Fund IV, L.P. This amended Form 3 amends and restates in its entirety the transactions reported in the Prior Form 3.

	Robin Praeger, Attorney-in-fact for Ross A Jaffe MD	02/10/2022
	** Signature of Reporting Person	Date
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Ross A MD Jaffe Form 3/AMINERVA SURGICAL / ROSS A MD JAFFE ownership change