SEC Form 4
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol CVRx, Inc. [ CVRX ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 07/02/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Common Stock | 07/02/2021 | C | 3,495,575 | A | (1) | 3,495,575 | I | By Johnson & Johnson Innovation - JJDC, Inc.(2) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: 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 | ||||||||
| Series D-2 Preferred Stock | (1) | 07/02/2021 | C | 4,032,259 | (1) | (1) | Common Stock | 101,958 | $0 | 0 | I | By Johnson & Johnson Innovation - JJDC, Inc.(2) | |||
| Series E-2 Preferred Stock | (1) | 07/02/2021 | C | 6,451,188 | (1) | (1) | Common Stock | 163,123 | $0 | 0 | I | By Johnson & Johnson Innovation - JJDC, Inc.(2) | |||
| Series F-2 Preferred Stock | (1) | 07/02/2021 | C | 7,587,828 | (1) | (1) | Common Stock | 191,864 | $0 | 0 | I | By Johnson & Johnson Innovation - JJDC, Inc.(2) | |||
| Series G Preferred Stock | (1) | 07/02/2021 | C | 48,068,690 | (1) | (1) | Common Stock | 3,038,630 | $0 | 0 | I | By Johnson & Johnson Innovation - JJDC, Inc.(2) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Each share of preferred stock automatically converted into shares of Common Stock upon the closing of the Issuer's initial public offering for no additional consideration. The preferred stock had no expiration date. Shares of Series D-2 Preferred Stock, Series E-2 Preferred Stock and Series F-2 Preferred Stock converted into shares of Common Stock at a rate of 1-for-0.025857287 and shares of Series G Preferred Stock converted into shares of Common Stock at a rate of 1-for-0.0632143218 (in each case, subject to the payment of cash in lieu of any fractional shares). The conversion rates reported reflect the conversion ratios under the Issuer's certificate of incorporation, adjusted to give effect to the previously effected 1-for-39.548 reverse stock split of the Common Stock. |
| 2. These securities reported as being indirectly beneficially owned by the designated Reporting Person are directly beneficially owned by Johnson & Johnson Innovation - JJDC, Inc., a wholly-owned subsidiary of the designated Reporting Person. |
| Johnson & Johnson By: /s/ Matthew Orlando, Secretary | 07/02/2021 | |
| Johnson & Johnson Innovation - JJDC, Inc. By: /s/ Sergio Calvo-Regueros, Assistant Treasurer | 07/02/2021 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||