CVRx Form 3 / PARTNERS 10 L P NEA 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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

NEA PARTNERS 10 L P

(Last)

(First)

(Middle)

1954 GREENSPRING DRIVE

SUITE 600

(Street)

TIMONIUM

21093

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/29/2021

3. Issuer Name and Ticker or Trading Symbol
CVRx, Inc. [ CVRX ]

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

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

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

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

	Form filed by One Reporting Person
X	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)
Common Stock	1,384	I	See Note 1⁽¹⁾

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 A-2 Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	58,175	⁽³⁾	I	See Note 4⁽⁴⁾
Series B-2 Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	57,241	⁽³⁾	I	See Note 4⁽⁴⁾
Series B-2 Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	14,933	⁽³⁾	I	See Note 1⁽¹⁾
Series C-2 Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	71,077	⁽³⁾	I	See Note 4⁽⁴⁾
Series C-2 Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	9,333	⁽³⁾	I	See Note 1⁽¹⁾
Series D-2 Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	80,178	⁽³⁾	I	See Note 4⁽⁴⁾
Series D-2 Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	10,371	⁽³⁾	I	See Note 1⁽¹⁾
Series E-2 Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	83,396	⁽³⁾	I	See Note 4⁽⁴⁾
Series F-2 Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	253,605	⁽³⁾	I	See Note 4⁽⁴⁾
Series F-2 Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	19,666	⁽³⁾	I	See Note 1⁽¹⁾
Series G Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	1,196,911	⁽⁵⁾	I	See Note 4⁽⁴⁾
Series G Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	92,951	⁽⁵⁾	I	See Note 1⁽¹⁾

1. Name and Address of Reporting Person^*

NEA PARTNERS 10 L P

(Last)

(First)

(Middle)

1954 GREENSPRING DRIVE

SUITE 600

(Street)

TIMONIUM

21093

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SANDELL SCOTT D

(Last)

(First)

(Middle)

1954 GREENSPRING DRIVE

SUITE 600

(Street)

TIMONIUM

21093

(City)

(State)

(Zip)

Explanation of Responses:

1. The securities are directly held by New Enterprise Associates 8A, Limited Partnership ("NEA 8A") and are indirectly held by NEA Partners 10, Limited Partnership ("NEA Partners 10"), the sole general partner of NEA 8A, and Scott D. Sandell, the individual general partner of NEA Partners 10 (NEA Partners 10 and Mr. Sandell, together, the "NEA 8A Indirect Reporting Persons"). The NEA 8A Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA 8A in which the NEA 8A Indirect Reporting Persons have no pecuniary interest.

2. Each share of preferred stock is convertible, at the option of the holder, into shares of common stock at the then-effective conversion ratio for no additional consideration and has no expiration date. The shares of preferred stock will automatically convert into shares of common stock at the then-appliable conversion rate for no additional consideration (subject to the payment of cash in lieu of any fractional shares) upon the closing of the Issuer's initial public offering. 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.

3. Shares of Series A-2 Convertible Preferred Stock, Series B-2 Convertible Preferred Stock, Series C-2 Convertible Preferred Stock, Series D-2 Convertible Preferred Stock, Series E-2 Convertible Preferred Stock and F-2 Convertible Preferred Stock are convertible into shares of common stock at a rate of 1-for-0.025857287.

4. The securities are directly held by New Enterprise Associates 10, Limited Partnership ("NEA 10") and indirectly held by NEA Partners 10, the sole general partner of NEA 10, and Scott D. Sandell, the individual general partner of NEA Partners 10 (NEA Partners 10 and Mr. Sandell, together, the "NEA 10 Indirect Reporting Persons"). The NEA 10 Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA 10 in which the NEA 10 Indirect Reporting Persons have no pecuniary interest.

5. Shares of Series G Convertible Preferred Stock are convertible into shares of common stock at a rate of 1-for-0.0632143218.

Remarks:

	/s/ Sasha Keough, attorney-in-fact	06/29/2021
	** 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 5 (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.

CVRx (CVRX) Form 3CVRx / PARTNERS 10 L P NEA ownership change