| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 3
)*
|
CVRx, Inc. (Name of Issuer) |
Common Stock, $0.01 par value per share (Title of Class of Securities) |
126638105 (CUSIP Number) |
12/31/2024 (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) |
| Rule
13d-1(c) |
 Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 126638105 |
| 1 | Names of Reporting Persons Vensana Capital I GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,711,355.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 7.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
All such shares are held of record by Vensana I (as defined in Item 2(a) of the Original Schedule 13G (as defined in Item 2(a) below)). Vensana GP I (as defined in Item 2(a) of the Original Schedule 13G) is the general partner of Vensana I and may be deemed to have voting, investment and dispositive power with respect to these securities. Kirk Nielsen and Peter Justin Klein are the managing directors of Vensana GP I and may each be deemed to share voting, investment and dispositive power with respect to these securities.
Percentage based on 24,263,663 shares of Common Stock (as defined in Item 2(d) of the Original Schedule 13G) outstanding as of October 25, 2024, as reported by the Issuer in its Form 10-Q for the quarter ended September 30, 2024, filed with the Securities and Exchange Commission (the "Commission") on November 1, 2024 (the "Form 10-Q").
SCHEDULE 13G |
| CUSIP No. | 126638105 |
| 1 | Names of Reporting Persons Vensana Capital I, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,711,355.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 7.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
All such shares are held of record by Vensana I. Vensana GP I is the general partner of Vensana I and may be deemed to have voting, investment and dispositive power with respect to these securities. Kirk Nielsen and Peter Justin Klein are the managing directors of Vensana GP I and may each be deemed to share voting, investment and dispositive power with respect to these securities.
Percentage based on 24,263,663 shares of Common Stock outstanding as of October 25, 2024, as reported by the Issuer in the Form 10-Q.
SCHEDULE 13G |
| CUSIP No. | 126638105 |
| 1 | Names of Reporting Persons Kirk Nielsen | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,760,734.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 7.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
All such shares of Common Stock reported in rows 5 and 7 are subject to stock option awards that have been granted to Kirk Nielsen in his capacity as a director of the Issuer and that are exercisable as of or within 60 days of filing this Amendment (as defined in Item 2(a) below).
All such shares reported in rows 6 and 8 are held of record by Vensana I. Vensana GP I is the general partner of Vensana I and may be deemed to have voting, investment and dispositive power with respect to these securities. Kirk Nielsen and Peter Justin Klein are the managing directors of Vensana GP I and may each be deemed to share voting, investment and dispositive power with respect to these securities.
Percentage based on 24,313,042 shares of Common Stock, calculated as follows: (i) 49,379 shares of Common Stock subject to stock option awards that have been granted to Kirk Nielsen in his capacity as a director of the Issuer and that are exercisable as of or within 60 days of the filing of this Amendment plus (ii) 24,263,663 shares of Common Stock outstanding as of October 25, 2024, as reported by the Issuer in the Form 10-Q.
SCHEDULE 13G |
| CUSIP No. | 126638105 |
| 1 | Names of Reporting Persons Peter Justin Klein | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,711,355.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 7.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
All such shares are held of record by Vensana I. Vensana GP I is the general partner of Vensana I and may be deemed to have voting, investment and dispositive power with respect to these securities. Kirk Nielsen and Peter Justin Klein are the managing directors of Vensana GP I and may each be deemed to share voting, investment and dispositive power with respect to these securities.
Percentage based on 24,263,663 shares of Common Stock outstanding as of October 25, 2024, as reported by the Issuer in the Form 10-Q.
SCHEDULE 13G |
| Item 1. | |
| (a) | Name of issuer: CVRx, Inc. |
| (b) | Address of issuer's principal executive
offices: 9201 West Broadway Avenue, Suite 650, Minneapolis, Minnesota, 55445 |
| Item 2. | |
| (a) | Name of person filing: This Amendment No. 3 (this "Amendment") amends and supplements the Schedule 13G originally filed by the Reporting Persons with the Commission on February 10, 2022 as amended by Amendment No. 1 filed with the Commission on February 3, 2023 and Amendment No. 2 filed with the Commission on February 6, 2024 (collectively, the "Original Schedule 13G"). Only those items that are hereby reported are amended; all other items reported in the Original Schedule 13G remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defined in this Amendment have the meanings ascribed to them in the Original Schedule 13G. |
| (b) | Address or principal business office or, if
none, residence: To Come |
| (c) | Citizenship: To Come |
| (d) | Title of class of securities: Common Stock, $0.01 par value per share |
| (e) | CUSIP No.: 126638105 |
| Item 4. | Ownership |
| (a) | Amount beneficially owned: See Row 9 of the cover page for each Reporting Person and the corresponding comments.* |
| (b) | Percent of class: See Row 11 of the cover page for each Reporting Person and the corresponding comments.* % |
| (c) | Number of shares as to which the person has: |
| (i) Sole power to vote or to direct the vote: See Row 5 of the cover page for each Reporting Person and the corresponding comments.* | |
| (ii) Shared power to vote or to direct the
vote: See Row 6 of the cover page for each Reporting Person and the corresponding comments.* | |
| (iii) Sole power to dispose or to direct the
disposition of: See Row 7 of the cover page for each Reporting Person and the corresponding comments.* | |
| (iv) Shared power to dispose or to direct the
disposition of: See Row 8 of the cover page for each Reporting Person and the corresponding comments.*
* Except to the extent of his, her or its pecuniary interest therein, each Reporting Person disclaims beneficial ownership of such shares of Common Stock, except for the shares, if any, such Reporting Person holds of record. |
| Item 10. | Certifications: |
| 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. |
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Comments accompanying signature:
*This Amendment was executed pursuant to a Power of Attorney. Note that copies of all applicable Powers of Attorney are already on file with the appropriate agencies.